8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 18, 2005

AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation)	1-7476 (Commission File Number)	63-0591257 (IRS Employer Identification No.)
AMSOUTH CENTER 1900 FIFTH AVENUE NORTH BIRMINGHAM, ALABAMA 35203 (Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 320-7151

Not applicable
(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 obligation of the registrant under any of the following provisions:

|_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 2.02 Results of Operations and Financial Condition

        On January 18, 2005 AmSouth Bancorporation issued a press release announcing its preliminary results of operations for the quarter and year ended December 31, 2004. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1. Supplemental financial information for the quarter and year ended December 31, 2004 is included as Exhibit 99.2 and may also be found on AmSouth’s website at www.amsouth.com. In accordance with general instruction B.2 of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

SIGNATURE

        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 hereunto duly authorized.

AMSOUTH BANCORPORATION


By:       /s/ Carl L. Gorday
       —————————————————
Name: Carl L. Gorday
Title:   Assistant Secretary

Date: January 18, 2005

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release of January 18, 2005
99.2	Supplemental Financial Information

EX-99.1

Exhibit 99.1

News Release	AmSouth Bancorporation Post Office Box 11007 Birmingham, Alabama 35288

FOR IMMEDIATE RELEASE

Contact:	(Investment Community)       (News Media)	List Underwood        Rick Swagler	(205) 801-0265 (205) 801-0105
	To hear a webcast of the conference call with analysts at 2 p.m. CST, January 18, go to www.amsouth.com and click on the webcast link under “Message Center.” For supplemental financial information about the fourth quarter and 2004 results, visit the Investor Relations Resource Center on AmSouth’s web site at www.amsouth.com/irrc.

AmSouth Reports Fourth Quarter and 2004 Earnings

BIRMINGHAM, Ala., January 18, 2005 – AmSouth Bancorporation (NYSE: ASO) today reported record earnings for the fourth quarter ended December 31, 2004, of $.49 per diluted share, compared to $.45 per diluted share reported for the fourth quarter of 2003. Net income for the fourth quarter of 2004 was $176.9 million versus $158.6 million for the same period in 2003, an increase of 11.5 percent.

        This fourth quarter performance resulted in a return on average equity of 20.2 percent, and a return on average assets of 1.42 percent.

        For the year, reported earnings were $623.5 million compared with $626.1 million in 2003. Diluted earnings per share were $1.74 for the year, compared to $1.77 per share in 2003. Return on equity for 2004 was 18.6 percent, return on assets was 1.30 percent and the efficiency ratio was 57.1 percent. Results for 2004 include charges related to a previously announced settlement with regulatory authorities in the third quarter. Excluding those expenses, earnings would have been $675.9 million or $1.89 per diluted share, resulting in a return on equity of 20.2 percent, a return on assets of 1.41 percent and an efficiency ratio of 55.0 percent (see Reconciliation of GAAP Amounts to Adjusted Amounts in the attached financial tables).

        “AmSouth delivered solid performance across all of our lines of business in 2004, and we are carrying that momentum into 2005,” said Dowd Ritter, AmSouth’s chairman, president and chief executive officer. “We are well-positioned to continue growing loans and deposits as the economy improves.”

2

        As previously announced, AmSouth sold its $550 million credit card portfolio and prepaid $1.25 billion of Federal Home Loan Bank borrowings in the fourth quarter. The sale of the credit card portfolio resulted in a pre-tax net gain of $166.1 million being recorded while $129.6 million of costs were incurred from the prepayment of the FHLB debt in the quarter. There were also increases versus the third quarter in other costs including a higher loan loss provision, increases in professional fees, personnel costs and other noninterest expenses.

        Net interest income was $379.2 million in the fourth quarter, a 5.7 percent increase compared with the same quarter in 2003. The net interest margin in the fourth quarter was 3.43 percent. Although the net interest margin declined compared with the same period in 2003 it has now been stable for three consecutive quarters. The increase in net interest income reflects strong growth in average loans of $3.2 billion, an 11.0 percent increase over the same quarter in 2003. Supporting that loan growth, average deposits were higher by $3.5 billion, or 11.8 percent during the same period. The deposit growth was led by the low cost category, which grew by $2.7 billion during the quarter, a 13.8 percent increase.

        Noninterest revenue, which includes earnings from service charges, trust, investment management services, securities gains and other sources of fee income, was $380.3 million for the quarter and includes the gain of $166.1 million from the sale of the credit card portfolio. Trust income increased 17.1 percent compared with the fourth quarter of 2003, and interchange income rose 34.6 percent compared with the previous year. Noninterest expenses in the fourth quarter were $460.4 million, which includes $129.6 million in FHLB prepayment expense. Personnel costs, the largest category of noninterest expense, were $170.6 million in the fourth quarter, an increase of 4.1 percent compared with the same period in 2003.

        There were $1.25 billion in FHLB borrowings repaid in the quarter and replaced with a variety of approximately three year maturity, lower cost funding instruments. The annual savings from this transaction will have a favorable impact on borrowing costs going forward.

        Net charge-offs were .41 percent of average net loans in the fourth quarter, up five basis points compared with the third quarter. The ratio of loan loss reserves to total loans was 1.12 percent at December 31, 2004. The loan loss provision exceeded net charge-offs by $11.1 million in the quarter.

3

        Nonperforming assets improved again during the fourth quarter. Total nonperforming assets at December 31, 2004, were $110.6 million, or .34 percent of loans net of unearned income, foreclosed properties and repossessions, compared to $119.2 million, or .37 percent, in the previous quarter.

        Looking ahead to 2005, AmSouth management expects earnings per share for the full year to be in the range of $2.00 to $2.06. This forecast generally assumes an improving economy, moderately rising interest rate environment and flat equity markets, as well as these factors:

• Higher net interest income reflecting a relatively stable net interest margin, improved balance sheet growth with commercial loan growth continuing at current levels and improving loan demand in consumer categories, and continued strong low-cost deposit growth.

• Stable credit quality metrics.

• Noninterest revenues such as service charges, trust, and investment services income should experience steady growth. Overall, management expects noninterest revenues to grow in the high single digit range.

• Management expects modest noninterest expense growth in the mid-single digits.

        For supplemental financial information about the fourth quarter and full year results, you may refer to the Form 8-K filed by AmSouth with the Securities and Exchange Commission on January 18, 2005, or visit the Investor Relations Resource Center on AmSouth’s web site at www.amsouth.com.

About AmSouth

        AmSouth is a regional bank holding company with $50 billion in assets, more than 680 branch banking offices and over 1,200 ATMs. AmSouth operates in Florida, Tennessee, Alabama, Mississippi, Louisiana and Georgia. AmSouth is a leader among regional banks in the Southeast in several key business segments, including consumer and commercial banking, small business banking, mortgage lending, equipment leasing, annuity and mutual fund sales, and trust and investment management services. AmSouth also offers a complete line of banking products and services at its web site, www.amsouth.com.

Forward Looking Statements

Statements in this report and the exhibits to the report that are not purely historical are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995), including any statements regarding descriptions of management’s plans, objectives or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. A number of factors – many of which are beyond AmSouth’s control – could cause actual conditions, events or results to differ materially from those described in the forward-looking statements. Factors which could cause results to differ materially from current management expectations include, but are not limited to: customers’ and other third parties’ reaction to the settlements referred to in this press release and the effects of such settlements on AmSouth’s branch expansion plan; the execution of AmSouth’s strategic initiatives; legislation and regulation; general economic conditions, especially in the Southeast; the performance of the stock and bond markets; changes in interest rates, yield curves and interest rate spread relationships; prepayment speeds within the loan and investment security portfolios; deposit flows; the cost of funds; cost of federal deposit insurance premiums; demand for loan products; demand for financial services; competition, including a continued consolidation in the financial services industry; changes in the quality or composition of AmSouth’s loan and investment portfolios including capital market inefficiencies that may affect the marketability and valuation of available-for-sale securities; changes in consumer spending and saving habits; technological changes; the growth and profitability of AmSouth’s mortgage banking business, including mortgage-related income and fees, being less than expected; adverse changes in the financial performance and/or condition of AmSouth’s borrowers which could impact the repayment of such borrowers’ loans; changes in accounting and tax principles, policies or guidelines and in tax laws; other economic, competitive, governmental and regulatory factors affecting AmSouth’s operations, products, services and prices; the effects of weather and natural disasters, such as hurricanes; unexpected judicial actions and developments; results of investigations, examinations, and reviews of regulatory and law enforcement authorities; the outcome of litigation, which is inherently uncertain and depends on the findings of judges and juries; the impact on AmSouth’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; the specific factors mentioned above in the text of this press release; and AmSouth’s success at managing the risks involved in the foregoing. Forward-looking statements speak only as of the date they are made. AmSouth does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

4

Unaudited
AmSouth Bancorporation
SUMMARY FINANCIAL INFORMATION
($ in thousands, except per share data)

EARNINGS SUMMARY	Three Months Ended															Percent Change Versus Prior Year			YTD						Percent Change Versus Prior Year
	December 31			September 30			June 30			2004 March 31			2003 December 31						2004 December 31			2003 December 31
Net interest income	$	379,212		$	375,906		$	361,410		$	359,497		$	358,784			5.7	%	$	1,476,025		$	1,414,635			4.3	%
Provision for loan losses		44,250			28,800			26,600			28,100			44,500			(0.6	%)		127,750			173,700			(26.5	%)
Net interest income after provision		334,962			347,106			334,810			331,397			314,284			6.6	%		1,348,275			1,240,935			8.6	%
Noninterest revenues		380,289			213,171			218,252			220,430			223,390			70.2	%		1,032,142			855,778			20.6	%
Noninterest expenses		460,416			362,478			311,770			322,274			310,793			48.1	%		1,456,938			1,205,577			20.8	%
Income before income taxes		254,835			197,799			241,292			229,553			226,881			12.3	%		923,479			891,136			3.6	%
Income taxes		77,978			78,220			74,329			69,454			68,329			14.1	%		299,981			265,015			13.2	%
Net income	$	176,857		$	119,579		$	166,963		$	160,099		$	158,552			11.5	%	$	623,498		$	626,121			(0.4	%)
Earnings per common share (a)	$	0.50		$	0.34		$	0.47		$	0.46		$	0.45			11.1	%	$	1.77		$	1.79			(1.1	%)
Earnings per common share - diluted (a)		0.49			0.33			0.47			0.45			0.45			8.9	%		1.74			1.77			(1.7	%)
Average common shares outstanding		355,072			352,838			351,602			351,196			350,067						352,684			350,237
Average common shares outstanding - diluted		360,286			358,272			356,314			356,908			355,306						357,952			354,308
End of period common shares outstanding		356,310			354,635			353,414			352,904			351,891						356,310			351,891
KEY PERFORMANCE RATIOS	Three Months Ended																		YTD
	December 31			September 30			June 30			2004 March 31			2003 December 31						2004 December 31			2003 December 31
Average shareholders’ equity to average total assets		7.05	%		6.87	%		6.92	%		7.09	%		7.05	%					6.98	%		7.30	%
End of period shareholders’ equity to end of period total assets		7.20			6.94			6.82			7.11			7.08						7.20			7.08
Loans net of unearned income to total deposits		95.64			101.83			97.55			94.77			96.38						95.64			96.38
Return on average assets (annualized) (a)		1.42			0.98			1.41			1.40			1.41						1.30			1.47
Return on average shareholders’ equity (annualized) (a)		20.15			14.20			20.31			19.76			19.96						18.60			20.08
Book value per common share	$	10.02		$	9.73		$	9.32		$	9.56		$	9.18					$	10.02		$	9.18
Tangible book value per common share	$	9.17		$	8.88		$	8.46		$	8.71		$	8.32					$	9.17		$	8.32
Net interest margin - taxable equivalent		3.43	%		3.44	%		3.44	%		3.56	%		3.61	%					3.47	%		3.78	%
Efficiency ratio (a)		59.77			60.44			52.83			54.57			52.43						57.12			52.08

(a) Ratios and earnings per share as adjusted for the third quarter 2004 settlement agreement and related professional fees are provided in the following table. These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

	2004
	Three Months Ended September 30		YTD December 31
Earnings per common share, GAAP basis	0.34		1.77
Adjustment for settlement agreement and related professional fees	0.15		0.15
Earnings per common share, as adjusted	0.49		1.92
Earnings per common share - diluted, GAAP basis	0.33		1.74
Adjustment for settlement agreement and related professional fees	0.15		0.15
Earnings per common share - diluted, as adjusted	0.48		1.89
Return on average assets (annualized), GAAP basis	0.98	%	1.30	%
Adjustment for settlement agreement and related professional fees	0.42	%	0.11	%
Return on average assets (annualized), as adjusted	1.40	%	1.41	%
Return on average shareholders’ equity (annualized), GAAP basis	14.20	%	18.60	%
Adjustment for settlement agreement and related professional fees	6.23	%	1.57	%
Return on average shareholders’ equity (annualized), as adjusted	20.43	%	20.17	%
Efficiency ratio, GAAP basis	60.44	%	57.12	%
Adjustment for settlement agreement and related professional fees	(9.00	)%	(2.12	)%
Efficiency ratio, as adjusted	51.44	%	55.00	%

Unaudited
AmSouth Bancorporation
SUMMARY FINANCIAL INFORMATION
($ in thousands)

BALANCE SHEET INFORMATION AVERAGE BALANCES	Three Months Ended										Percent Change Versus Prior Year			YTD				Percent Change Versus Prior Year
	December 31		September 30		June 30		2004 March 31		2003 December 31					2004 December 31		2003 December 31
Loans net of unearned income	$	32,476,715	$	32,079,701	$	30,633,629	$	29,705,743	$	29,263,749		11.0	%	$	31,229,708	$	28,511,159		9.5	%
Total investment securities *		12,413,850		12,374,084		12,488,887		11,779,479		11,158,897		11.2	%		12,264,785		9,812,306		25.0	%
Interest-earning assets *		45,224,572		44,684,992		43,500,751		41,771,105		40,609,843		11.4	%		43,801,691		38,598,165		13.5	%
Total assets		49,535,521		48,786,314		47,742,291		45,953,093		44,697,830		10.8	%		48,010,625		42,730,516		12.4	%
Noninterest-bearing deposits		6,978,442		6,643,642		6,516,977		6,103,216		5,855,497		19.2	%		6,561,938		5,486,016		19.6	%
Interest-bearing deposits**		26,344,499		25,735,595		25,337,923		24,381,234		23,952,276		10.0	%		25,453,038		23,096,600		10.2	%
Total deposits**		33,322,941		32,379,237		31,854,900		30,484,450		29,807,773		11.8	%		32,014,976		28,582,616		12.0	%
Shareholders’ equity		3,491,181		3,350,323		3,305,636		3,258,359		3,151,106		10.8	%		3,351,754		3,117,362		7.5	%

* Excludes adjustment for market valuation on available-for-sale securities and certain noninterest-earning marketable equity securities.

BALANCE SHEET INFORMATION ENDING BALANCES	Three Months Ended										Percent Change Versus Prior Year
	December 31		September 30		June 30		2004 March 31		2003 December 31
Loans net of unearned income	$	32,738,662	$	32,502,221	$	31,351,497	$	29,893,723	$	29,339,364		11.6	%
Total investment securities *		12,510,959		12,572,341		12,716,413		12,426,033		12,036,854		3.9	%
Interest-earning assets *		45,453,601		45,379,714		44,439,782		43,253,884		41,521,449		9.5	%
Total assets		49,548,371		49,687,862		48,295,813		47,414,968		45,615,516		8.6	%
Noninterest-bearing deposits		7,182,806		6,798,077		6,636,325		6,544,028		6,273,835		14.5	%
Interest-bearing deposits		27,049,973		25,121,339		25,502,919		25,000,664		24,166,518		11.9	%
Total deposits		34,232,779		31,919,416		32,139,244		31,544,692		30,440,353		12.5	%
Shareholders’ equity		3,568,841		3,450,558		3,295,478		3,372,349		3,229,669		10.5	%

* Excludes adjustment for market valuation on available-for-sale securities and certain noninterest-earning marketable equity securities.

Unaudited
AmSouth Bancorporation
SUMMARY FINANCIAL INFORMATION
($ in thousands)

NONPERFORMING ASSETS	December 31			September 30			June 30			2004 March 31			2003 December 31
Nonaccrual loans*	$	88,488		$	92,958		$	102,670		$	102,904		$	110,153
Foreclosed properties		19,609			23,043			29,586			29,291			32,616
Repossessions		2,498			3,231			3,295			3,733			4,986
Total nonperforming assets*	$	110,595		$	119,232		$	135,551		$	135,928		$	147,755
Nonperforming assets to loans net of unearned income,
foreclosed properties and repossessions		0.34	%		0.37	%		0.43	%		0.45	%		0.50	%
Accruing loans 90 days past due	$	51,117		$	63,727		$	52,972		$	58,195		$	67,460

* Exclusive of accruing loans 90 days past due

ALLOWANCE FOR LOAN LOSSES	4th Quarter			3rd Quarter			2nd Quarter			2004 1st Quarter			2003 4th Quarter
Balance at beginning of period	$	381,255		$	382,482		$	382,450		$	384,124		$	384,059
Loans charged off		(44,277	)		(39,799	)		(38,202	)		(44,412	)		(56,403	)
Recoveries of loans previously charged off		11,146			11,062			11,634			16,406			11,968
Net Charge-offs		(33,131	)		(28,737	)		(26,568	)		(28,006	)		(44,435	)
Addition to allowance charged to expense		44,250			28,800			26,600			28,100			44,500
Reduction of allowance related to sold loans		(25,600	)		(1,290	)		—			(1,768	)		—
Balance at end of period	$	366,774		$	381,255		$	382,482		$	382,450		$	384,124
Allowance for loan losses to loans net of unearned income		1.12	%		1.17	%		1.22	%		1.28	%		1.31	%
Net charge-offs to average loans net of unearned income *		0.41	%		0.36	%		0.35	%		0.38	%		0.60	%
Allowance for loan losses to nonperforming loans**		414.49	%		410.14	%		372.54	%		371.66	%		348.72	%
Allowance for loan losses to nonperforming assets**		331.64	%		319.76	%		282.17	%		281.36	%		259.97	%

* Annualized

** Exclusive of accruing loans 90 days past due

Unaudited
AmSouth Bancorporation
RECONCILIATION OF GAAP AMOUNTS TO ADJUSTED AMOUNTS
($ in thousands, except per share data)

	Three Months Ended September 30, 2004
	Income Before Income Taxes		Net Income		Earnings per common share		Earnings per common share - diluted
Results as reported on a GAAP basis	$	197,799	$	119,579	$	0.34	$	0.33
Costs incurred under settlement agreement and related professional fees*		53,972		52,443		0.15		0.15
Results as adjusted	$	251,771	$	172,022	$	0.49	$	0.48

	Year Ended December 31, 2004
	Income Before Income Taxes		Net Income		Earnings per common share		Earnings per common share - diluted
Results as reported on a GAAP basis	$	923,479	$	623,498	$	1.77	$	1.74
Costs incurred under settlement agreement and related professional fees*		53,972		52,443		0.15		0.15
Results as adjusted	$	977,451	$	675,941	$	1.92	$	1.89

* These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

EX-99.2

Exhibit 99.2

Unaudited
AmSouth Bancorporation
CONSOLIDATED QUARTERLY STATEMENTS OF EARNINGS
($ in thousands, except per share data)

	2004								2003
	December 31		September 30		June 30		March 31		December 31
INTEREST INCOME
Loans	$	414,229	$	399,030	$	376,602	$	375,715	$	381,914
Available-for-sale securities		76,518		81,178		80,577		83,419		85,096
Held-to-maturity securities		69,950		67,030		63,934		62,593		52,250
Trading securities		96		39		25		72		11
Loans held for sale		5,119		2,863		3,270		2,627		1,775
Federal funds sold and securities purchased under agreements to resell		99		82		197		151		99
Other interest-earning assets		97		51		39		59		55
Total interest income		566,108		550,273		524,644		524,636		521,200
INTEREST EXPENSE
Interest-bearing checking		12,369		10,237		8,640		7,346		6,627
Money market and savings deposits		17,376		10,599		9,688		9,315		9,350
Time deposits		39,488		39,144		40,565		44,807		46,839
Certificates of deposit of $100,000 or more		24,339		20,492		17,147		17,241		17,544
Foreign deposits		6,063		4,361		3,598		2,589		2,589
Federal funds purchased and securities sold under agreements to repurchase		15,246		11,707		8,185		6,645		6,163
Other borrowed funds		3,621		2,555		1,905		1,981		971
Long-term Federal Home Loan Bank advances		52,032		61,016		60,475		60,469		60,150
Other long-term debt		16,362		14,256		13,031		14,746		12,183
Total interest expense		186,896		174,367		163,234		165,139		162,416
NET INTEREST INCOME		379,212		375,906		361,410		359,497		358,784
Provision for loan losses		44,250		28,800		26,600		28,100		44,500
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		334,962		347,106		334,810		331,397		314,284
NONINTEREST REVENUES
Service charges on deposit accounts		94,556		96,508		94,377		93,215		93,177
Trust income		30,571		28,587		29,935		28,880		26,114
Consumer investment services income		17,539		17,565		21,930		20,411		19,114
Interchange income		21,066		19,649		20,628		16,299		15,648
Bank owned life insurance policies		13,760		11,377		11,610		11,669		11,706
Bankcard income		6,396		7,697		7,509		6,856		7,079
Mortgage income		5,627		4,164		3,889		7,512		12,060
Portfolio income		5,381		5,920		8,145		9,667		14,009
Gain on sale of bankcard loans		166,103		-0-		-0-		-0-		-0-
Other noninterest revenues		19,290		21,704		20,229		25,921		24,483
Total noninterest revenues		380,289		213,171		218,252		220,430		223,390
NONINTEREST EXPENSES
Salaries and employee benefits		170,640		162,517		167,511		173,706		163,969
Net occupancy expense		37,694		37,953		36,326		35,252		34,350
Equipment expense		31,721		31,807		30,968		30,544		29,141
Postage and office supplies		10,556		10,680		10,997		12,958		12,124
Marketing expense		8,803		8,594		9,249		11,746		8,832
Professional fees		16,363		7,339		9,699		8,330		8,883
Communications expense		5,773		5,926		6,040		6,412		6,324
Amortization of intangibles		800		1,043		1,163		1,163		1,199
Costs incurred under settlement agreement and related professional fees		-0-		53,972		-0-		-0-		-0-
FHLB prepayment cost		129,648		-0-		-0-		-0-		-0-
Other noninterest expenses		48,418		42,647		39,817		42,163		45,971
Total noninterest expenses		460,416		362,478		311,770		322,274		310,793
INCOME BEFORE INCOME TAXES		254,835		197,799		241,292		229,553		226,881
Income taxes		77,978		78,220		74,329		69,454		68,329
NET INCOME	$	176,857	$	119,579	$	166,963	$	160,099	$	158,552
Average common shares outstanding		355,072		352,838		351,602		351,196		350,067
Earnings per common share (a)	$	.50	$	.34	$	.47	$	.46	$	.45
Diluted average common shares outstanding		360,286		358,272		356,314		356,908		355,306
Diluted earnings per common share (a)	$	.49	$	.33	$	.47	$	.45	$	.45

(a) Earnings per common share as adjusted for the third quarter 2004 settlement agreement and related professional fees are provided in the following table. These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

	Three Months Ended September 30, 2004
Earnings per common share, GAAP basis		0.34
Adjustment for settlement agreement and related professional fees		0.15
Earnings per common share, as adjusted		0.49
Earnings per common share - diluted, GAAP basis		0.33
Adjustment for settlement agreement and related professional fees		0.15
Earnings per common share - diluted, as adjusted		0.48

Unaudited
AmSouth Bancorporation
QUARTERLY AVERAGE DAILY BALANCES, REVENUE & EXPENSE SUMMARY, YIELDS & RATES
(Taxable equivalent basis, $ in thousands)

	Three Months Ended December 31, 2004							Three Months Ended September 30, 2004							Three Months Ended June 30, 2004							Three Months Ended March 31, 2004							Three Months Ended December 31, 2003
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
ASSETS
Interest-earning assets:
Commercial and commercial real estate	$	15,682,584		$	204,003	5.18	%	$	15,118,340		$	189,542	4.99	%	$	14,761,561		$	178,896	4.87	%	$	14,173,383		$	176,064	5.00	%	$	13,742,037		$	176,320	5.09	%
Residential first mortgages		4,864,675			59,739	4.89	%		4,565,972			55,715	4.85	%		3,863,999			49,333	5.13	%		3,680,157			46,859	5.12	%		3,675,039			47,393	5.12	%
Equity loans and lines		7,742,633			93,520	4.81	%		7,629,780			85,078	4.44	%		7,288,969			78,254	4.32	%		7,077,654			79,716	4.53	%		6,915,508			79,328	4.55	%
Dealer indirect		3,392,366			46,700	5.48	%		3,606,654			51,067	5.63	%		3,622,780			51,993	5.77	%		3,608,410			54,325	6.06	%		3,665,257			58,225	6.30	%
Other consumer		794,457			16,511	8.27	%		1,158,955			23,725	8.14	%		1,096,320			24,201	8.88	%		1,166,139			24,993	8.62	%		1,265,908			27,007	8.46	%
Total loans net of unearned income (1)		32,476,715			420,473	5.15	%		32,079,701			405,127	5.02	%		30,633,629			382,677	5.02	%		29,705,743			381,957	5.17	%		29,263,749			388,273	5.26	%
Available-for-sale securities, amortized cost		6,369,885			77,107	4.82	%		6,508,524			81,785	5.00	%		6,559,420			81,249	4.98	%		6,503,458			84,080	5.20	%		6,537,647			85,783	5.21	%
Market valuation on AFS securities		(25,440	)						(92,985	)						(45,289	)						26,689							(4,433	)
Total available-for-sale securities (2)		6,344,445							6,415,539							6,514,131							6,530,147							6,533,214
Held-to-maturity securities		6,043,965			73,896	4.86	%		5,865,560			70,976	4.81	%		5,929,467			67,685	4.59	%		5,276,021			66,333	5.06	%		4,621,250			55,758	4.79	%
Total investment securities (3)		12,388,410			151,003	4.84	%		12,281,099			152,761	4.91	%		12,443,598			148,934	4.80	%		11,806,168			150,413	5.14	%		11,154,464			141,541	5.03	%
Other interest-earning assets		334,006			5,411	6.44	%		231,207			3,035	5.22	%		378,235			3,531	3.75	%		285,883			2,909	4.09	%		187,197			1,940	4.11	%
Total interest-earning assets (3)		45,199,131			576,887	5.07	%		44,592,007			560,923	4.99	%		43,455,462			535,142	4.95	%		41,797,794			535,279	5.15	%		40,605,410			531,754	5.19	%
Cash and due from banks		1,147,335							1,090,246							1,117,795							1,117,832							1,069,011
Other assets		3,559,107							3,485,377							3,554,548							3,424,399							3,407,036
Allowance for loan losses		(370,052	)						(381,316	)						(385,514	)						(386,932	)						(383,627	)
	$	49,535,521						$	48,786,314						$	47,742,291						$	45,953,093						$	44,697,830
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing checking	$	6,808,245			12,369	0.72	%	$	6,865,461			10,237	0.59	%	$	6,829,555			8,640	0.51	%	$	6,334,668			7,346	0.47	%	$	5,878,840			6,627	0.45	%
Money market and savings deposits		8,306,523			17,376	0.83	%		7,875,270			10,599	0.54	%		7,847,980			9,688	0.50	%		7,674,745			9,315	0.49	%		7,678,965			9,350	0.48	%
Time deposits (4)		5,520,368			39,488	2.85	%		5,573,226			39,144	2.79	%		5,827,430			40,565	2.80	%		6,217,736			44,807	2.90	%		6,323,696			46,840	2.94	%
Certificates of deposit of $100,000 or more (4)		4,053,863			24,339	2.39	%		3,810,251			20,492	2.14	%		3,305,622			17,147	2.09	%		2,949,048			17,241	2.35	%		2,864,675			17,543	2.43	%
Foreign deposits		1,655,500			6,063	1.46	%		1,611,387			4,361	1.08	%		1,527,336			3,598	0.95	%		1,205,037			2,589	0.86	%		1,206,100			2,589	0.85	%
Federal funds purchased and securities sold under
agreements to repurchase		3,394,875			15,246	1.79	%		3,338,866			11,707	1.39	%		2,837,459			8,185	1.16	%		2,378,217			6,645	1.12	%		2,639,228			6,163	0.93	%
Other interest-bearing liabilities		7,682,934			72,015	3.73	%		8,165,955			77,827	3.79	%		8,163,063			75,411	3.72	%		8,187,362			77,196	3.79	%		7,493,701			73,304	3.88	%
Total interest-bearing liabilities		37,422,308			186,896	1.99	%		37,240,416			174,367	1.86	%		36,338,445			163,234	1.81	%		34,946,813			165,139	1.90	%		34,085,205			162,416	1.89	%
Net interest spread (3)						3.08	%						3.13	%						3.14	%						3.25	%						3.30	%
Noninterest-bearing demand deposits		6,978,442							6,643,642							6,516,977							6,103,216							5,855,497
Other liabilities (4)		1,643,590							1,551,933							1,581,233							1,644,705							1,606,022
Shareholders’ equity		3,491,181							3,350,323							3,305,636							3,258,359							3,151,106
	$	49,535,521						$	48,786,314						$	47,742,291						$	45,953,093						$	44,697,830
Net interest income/margin on a taxable equivalent basis (3)					389,991	3.43	%					386,556	3.44	%					371,908	3.44	%					370,140	3.56	%					369,338	3.61	%
Taxable equivalent adjustment:(5)
Loans					6,244							6,097							6,075							6,242							6,359
Available-for-sale securities					589							607							672							661							687
Held-to-maturity securities					3,946							3,946							3,751							3,740							3,508
Total taxable equivalent adjustment					10,779							10,650							10,498							10,643							10,554
Net interest income				$	379,212						$	375,906						$	361,410						$	359,497						$	358,784

NOTES:

(1) Loans net of unearned income includes nonaccrual loans for all periods presented.

(2) Available-for-sale securities excludes certain noninterest-earning, marketable equity securities.

(3) The yield calculation for total investment securities, total interest-earning assets, net interest spread and net interest margin excludes the market valuation adjustment on available-for-sale securities.

(4) Statement 133 valuation adjustments related to time deposits, certificates of deposit of $100,000 or more and other interest-bearing liabilites are included in other liabilities.

(5) The taxable equivalent adjustment has been computed using a federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.

Unaudited
AmSouth Bancorporation
CONSOLIDATED PERIOD-END BALANCE SHEETS
($ in thousands)

	2004												2003
	December 31			September 30			June 30			March 31			December 31
ASSETS
Cash and due from banks	$	966,993		$	1,073,175		$	1,055,370		$	1,074,116		$	1,163,986
Federal funds sold and securities purchased under agreements to resell		-0-			26,000			87,000			654,000			-0-
Trading securities		1,883			1,121			11,092			552			2,721
Available-for-sale securities		6,322,665			6,516,319			6,586,697			6,371,254			7,125,971
Held-to-maturity securities		6,188,010			6,068,666			6,004,032			6,139,369			4,928,195
Loans held for sale		165,948			240,879			261,968			234,842			102,292
Loans net of unearned income:
Commercial and industrial		5,740,153			5,630,612			5,515,740			5,452,783			5,264,283
Commercial loans - secured by real estate		2,245,052			2,248,468			2,197,646			2,077,381			2,026,092
Commercial leases		2,179,074			2,088,136			1,974,396			1,974,093			1,962,437
Commercial real estate mortgages		2,867,968			2,659,296			2,642,411			2,670,401			2,359,209
Real estate construction		3,008,313			2,810,551			2,568,776			2,361,309			2,327,512
Residential first mortgages		5,019,100			4,726,022			4,189,126			3,598,004			3,646,329
Equity loans and lines		7,756,745			7,702,802			7,514,199			7,034,828			7,005,061
Dealer indirect		3,312,120			3,493,019			3,627,608			3,623,389			3,610,005
Revolving credit		27,230			572,352			555,763			535,884			550,521
Other consumer		582,907			570,963			565,832			565,651			587,915
Total loans net of unearned income		32,738,662			32,502,221			31,351,497			29,893,723			29,339,364
Allowance for loan losses		(366,774	)		(381,255	)		(382,482	)		(382,450	)		(384,124	)
Other interest-earning assets		36,149			37,151			11,813			44,735			40,218
Premises and equipment, net		1,060,574			1,053,923			1,020,033			993,651			964,692
Cash surrender value - bank owned life insurance		1,111,934			1,100,576			1,089,445			1,077,426			1,065,996
Goodwill and other intangibles		300,174			302,878			303,921			299,691			300,854
Accrued interest receivable and other assets		1,022,153			1,146,208			895,427			1,014,059			965,351
	$	49,548,371		$	49,687,862		$	48,295,813		$	47,414,968		$	45,615,516
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits and interest-bearing liabilities:
Deposits:
Noninterest-bearing demand	$	7,182,806		$	6,798,077		$	6,636,325		$	6,544,028		$	6,273,835
Interest-bearing checking		7,115,545			6,817,361			6,809,885			6,737,060			6,183,832
Money market and savings deposits		8,810,972			7,814,945			7,827,390			7,887,543			7,592,020
Time		5,455,061			5,597,637			5,623,470			6,118,682			6,278,053
Certificates of deposit of $100,000 or more		4,021,014			3,963,015			3,638,933			3,103,575			2,818,490
Foreign		1,647,381			928,381			1,603,241			1,153,804			1,294,123
Total deposits		34,232,779			31,919,416			32,139,244			31,544,692			30,440,353
Federal funds purchased and securities sold under agreements to repurchase		2,291,988			2,497,632			2,145,521			1,927,492			2,026,253
Other borrowed funds		429,098			1,964,121			1,370,893			325,169			343,202
Long-term Federal Home Loan Bank advances		4,371,745			5,678,135			5,779,709			5,783,600			5,737,952
Other long-term debt		2,899,773			2,108,128			2,084,213			2,286,091			2,114,482
Total deposits and interest-bearing liabilities		44,225,383			44,167,432			43,519,580			41,867,044			40,662,242
Accrued expenses and other liabilities		1,754,147			2,069,872			1,480,755			2,175,575			1,723,605
Total liabilities		45,979,530			46,237,304			45,000,335			44,042,619			42,385,847
Shareholders’ equity:
Common stock		416,748			416,753			416,768			416,769			416,878
Capital surplus		726,411			714,278			714,134			714,262			715,663
Retained earnings		3,492,873			3,406,363			3,372,672			3,295,748			3,228,533
Treasury stock		(986,510	)		(1,019,471	)		(1,043,783	)		(1,054,734	)		(1,076,644	)
Deferred compensation on restricted stock		(12,947	)		(13,697	)		(14,496	)		(14,551	)		(14,501	)
Accumulated other comprehensive (loss)/income		(67,734	)		(53,668	)		(149,817	)		14,855			(40,260	)
Total shareholders’ equity		3,568,841			3,450,558			3,295,478			3,372,349			3,229,669
	$	49,548,371		$	49,687,862		$	48,295,813		$	47,414,968		$	45,615,516

Unaudited
AmSouth Bancorporation
CREDIT QUALITY STATISTICS
($ in thousands)

NET CHARGE-OFFS/(RECOVERIES)	Three Months Ended
	2004											2003
	December 31			September 30		June 30			March 31			December 31
Commercial:
Commercial & industrial	$	11,268		$	8,144	$	6,889		$	6,671		$	12,579
Commercial loans - secured by real estate		275			358		666			(78	)		445
Commercial leases		1,815			-0-		(380	)		83			910
Total commercial		13,358			8,502		7,175			6,676			13,934
Commercial real estate:
Commercial real estate mortgages		(3	)		37		581			(882	)		(87	)
Real estate construction		5			157		1,370			260			(10	)
Total commercial real estate		2			194		1,951			(622	)		(97	)
Consumer:
Residential first mortgages		912			529		660			783			596
Equity loans and lines		6,088			4,900		5,646			7,150			10,371
Dealer indirect		4,995			5,438		3,696			6,177			9,899
Revolving credit		3,525			5,003		4,841			5,124			5,716
Other consumer		4,251			4,171		2,599			2,718			4,016
Total consumer		19,771			20,041		17,442			21,952			30,598
	$	33,131		$	28,737	$	26,568		$	28,006		$	44,435

NET CHARGE-OFFS AS A PERCENT OF AVERAGE LOANS (Annualized)	Three Months Ended
	2004												2003
	December 31			September 30			June 30			March 31			December 31
Commercial:
Commercial & industrial		0.79	%		0.58	%		0.50	%		0.50	%		0.96	%
Commercial loans - secured by real estate		0.05			0.06			0.13			(0.02	)		0.09
Commercial leases		0.34			0.00			(0.08	)		0.02			0.19
Total commercial		0.53			0.34			0.30			0.29			0.61
Commercial real estate:
Commercial real estate mortgages		(0.00	)		0.01			0.09			(0.15	)		(0.01	)
Real estate construction		0.00			0.02			0.22			0.04			0.00
Total commercial real estate		0.00			0.01			0.15			(0.05	)		(0.01	)
Consumer:
Residential first mortgages		0.07			0.05			0.07			0.09			0.06
Equity loans and lines		0.31			0.26			0.31			0.41			0.59
Dealer indirect		0.59			0.60			0.41			0.69			1.07
Revolving credit		6.60			3.55			3.59			3.81			4.25
Other consumer		2.91			2.78			1.89			1.75			2.18
Total consumer		0.47			0.47			0.44			0.57			0.78
		0.41	%		0.36	%		0.35	%		0.38	%		0.60	%

Unaudited
AmSouth Bancorporation
CREDIT QUALITY STATISTICS (continued)
($ in thousands)

NONPERFORMING LOANS*	2004								2003
	December 31		September 30		June 30		March 31		December 31
Commercial:
Commercial & industrial	$	37,581	$	43,021	$	45,275	$	41,623	$	46,826
Commercial loans - secured by real estate		18,617		17,560		21,356		22,931		19,920
Commercial leases		2,048		2,242		2,899		3,444		3,277
Total commercial		58,246		62,823		69,530		67,998		70,023
Commercial real estate:
Commercial real estate mortgages		3,074		2,341		3,670		2,156		3,548
Real estate construction		1,286		1,551		2,912		5,308		7,581
Total commercial real estate		4,360		3,892		6,582		7,464		11,129
Consumer:
Residential first mortgages		21,899		19,817		18,393		17,525		15,987
Equity loans and lines		3,946		6,323		8,057		9,765		12,652
Dealer indirect		13		21		23		18		21
Other consumer		24		82		85		134		341
Total consumer		25,882		26,243		26,558		27,442		29,001
	$	88,488	$	92,958	$	102,670	$	102,904	$	110,153

* Exclusive of accruing loans 90 days past due.

ACCRUING LOANS 90 DASY PAST DUE	2004								2003
	December 31		September 30		June 30		March 31		December 31
Commercial & industrial	$	6,166	$	9,196	$	6,873	$	7,353	$	9,688
Commercial loans - secured by real estate		1,518		2,108		722		740		869
Commercial leases		-0-		-0-		-0-		24		69
Total commercial		7,684		11,304		7,595		8,117		10,626
Commercial real estate:
Commercial real estate mortgages		259		238		202		347		116
Real estate construction		145		-0-		-0-		-0-		-0-
Total commercial real estate		404		238		202		347		116
Consumer:
Residential first mortgages		9,401		11,127		9,217		9,901		12,364
Equity loans and lines		27,965		28,315		25,249		29,457		31,887
Dealer indirect		4,089		4,467		2,979		2,833		3,894
Revolving credit		518		7,085		6,823		6,728		7,117
Other consumer		1,056		1,191		907		812		1,456
Total consumer		43,029		52,185		45,175		49,731		56,718
	$	51,117	$	63,727	$	52,972	$	58,195	$	67,460

Unaudited
AmSouth Bancorporation
OTHER INFORMATION

REGULATORY CAPITAL RATIOS	2004												2003
	December 31*			September 30			June 30			March 31			December 31
Tier 1 capital ratio
AmSouth		8.02	%		7.76	%		7.79	%		7.78	%		7.71	%
AmSouth Bank		8.47			8.35			8.48			8.52			8.65
Total capital ratio
AmSouth		10.89	%		10.79	%		10.89	%		10.96	%		11.22	%
AmSouth Bank		11.00			10.95			11.14			11.25			11.59
Leverage ratio
AmSouth		6.72	%		6.56	%		6.60	%		6.68	%		6.66	%
AmSouth Bank		7.10			7.06			7.19			7.31			7.46

* Fourth quarter 2004 regulatory capital ratios based on preliminary data.