S-8

The Registrant requests that the Registration Statement become effective immediately upon

filing pursuant to Securities Act Rule 462.

As filed with the Securities and Exchange Commission on August 10, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMSOUTH BANCORPORATION

(Exact name of registrant as specified in its charter)

Delaware	6711	63-0591257
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number	(I.R.S. Employer Identification No.)

AmSouth Center

1900 Fifth Avenue North

Birmingham, Alabama 35203

(205) 320-7151

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

AmSouth Bancorporation

Stock Option Plan for Outside Directors

(full title of the Plan)

T. KURT MILLER	With a Copy to:
Senior Vice President and General Counsel	J. Michael Savage
	Maynard, Cooper & Gale, P.C.
AMSOUTH BANCORPORATION	1901 Sixth Avenue North
1900 Fifth Avenue North	Suite 2400
AmSouth Center, 10th Floor	Birmingham, Alabama 35203
Birmingham, Alabama 35203
(205) 801-0178

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, $1.00 par value (and associated Preferred Stock Purchase Rights)	500,000 shares	$24.40 per share	$12,200,000	$1,546

(1) Estimated only for the purpose of calculating the registration fee. Such estimates have been calculated in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933 and are based upon the average of the high and low prices reported in the consolidated reporting system of the offered securities on August 4, 2004.

Pursuant to General Instruction E of Form S-8, the contents of AmSouth Bancorporation’s Registration Statements on Form S-8 (333-76283 and 333-102581) are hereby incorporated by reference. In addition, the following information is included:

PART II

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation.

The Registrant’s Restated Certificate of Incorporation, as amended, and Directors’ and Officers’ Liability Insurance Policy provide for indemnification for the Registrant’s directors and officers against certain liabilities.

Item 8. Exhibits

The following exhibits are filed as part of this Registration Statement:

3.1	Restated Certificate of Incorporation of AmSouth Bancorporation (incorporated by reference to the Registrant=s Current Report on Form 8-K filed October 15, 1999, Exhibit 3.1).
3.2	Bylaws of AmSouth Bancorporation (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, Exhibit 3.2).
4.1	Agreement and Addendum for Advances and Security Agreement with Blanket Floating Lien and Agreement for Advances, Specific Collateral Pledge and Security Agreement (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2000, Exhibit 4-a).
4.2	Addendum to Agreement for Advances and Security Agreement with Blanket Floating Lien (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, Exhibit 4.2).
4.3	Second Addendum to the Agreement for Advances and Security Agreement with Blanket Floating Lien (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, Exhibit 4)
4.4	Stockholder Protection Rights Agreement dated as of December 18, 1997, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Series A Preferred Stock (incorporated by reference to the Registrant’s Report on Form 8-K filed on December 18, 1997, Exhibit 4.1, filed with the Securities and Exchange Commission in Washington, D.C., SEC file no. 1-7476).
5	Opinion of Carl L. Gorday, Assistant General Counsel of Registrant.
15	Letter re Unaudited Interim Financial Information
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Carl L. Gorday (included in Exhibit 5)
24	Powers of Attorney

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, as of the 10th day of August, 2004.

AMSOUTH BANCORPORATION
By:	/s/ C. Dowd Ritter
	C. Dowd Ritter
	Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of August 10, 2004.

Signature	Title
/s/ C. Dowd Ritter C. Dowd Ritter	Chairman of the Board, President, Chief Executive Officer and a Director (Principal Executive Officer)
/s/ Beth E. Mooney Beth E. Mooney	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Earnest W. Deavenport, Jr.	A Director
* Martha R. Ingram	A Director
* Ronald L. Kuehn, Jr.	A Director
* James R. Malone	A Director
* Charles D. McCrary	A Director

II-2

Signature	Title
* Claude B. Nielsen	A Director
* Cleophus Thomas, Jr.	A Director

* Carl L. Gorday, by signing his name hereto, does sign this document on behalf of each of the persons indicated above pursuant to powers of attorney executed by such persons and filed with the Securities and Exchange Commission.

By:	/s/ Carl L. Gorday
	Carl L. Gorday

II-3

EX-5

[AmSouth Letterhead]

EXHIBIT 5

August 10, 2004

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Registration Statement on Form S-8 Relating to the

AmSouth Bancorporation Stock Option Plan for Outside Directors

As Assistant General Counsel for AmSouth Bancorporation (“AmSouth”), I am familiar with the Restated Certificate of Incorporation and By-Laws of AmSouth, the above-referenced plan (the “Plan”) and the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) relating to 500,000 shares (the “Shares”) of the common stock, $1.00 par value per share, of AmSouth (the “Common Stock”) and 500,000 related preferred stock purchase rights (the “Rights”) to be issued pursuant to the Stockholder Protection Rights Agreement dated as of December 18, 1997 (the “Rights Agreement”), between the Company and The Bank of New York (successor to AmSouth Bank), as Rights Agent (the “Rights Agent”). I have examined such public records and corporate proceedings and other documents as I have deemed necessary or appropriate as a basis for the opinion expressed below.

Based upon such examination, I am of the opinion that:

(1) When the Registration Statement on Form S-8 relating to the Shares and the Rights (the “Registration Statement”) has become effective under the Act, and the Shares have been duly issued as contemplated by the Registration Statement and the Plan, the Shares will be validly issued, fully paid and nonassessable.

(2) Assuming that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, then when the Registration Statement has become effective under the Act and the Shares have been validly issued as contemplated by the Registration Statement and the Plan, the Rights attributable to the Shares will be validly issued.

In connection with my opinion set forth in paragraph (2) above, I note that the question whether the Board of Directors of AmSouth might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion.

The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.

Very truly yours,

/s/ Carl L. Gorday

Carl L. Gorday

Assistant General Counsel

EX-15

Exhibit 15 Letter Re: Unaudited Interim Financial Information

The Board of Directors

AmSouth Bancorporation

We are aware of the incorporation by reference in the Registration Statement on Form S-8 of AmSouth Bancorporation for the registration of 500,000 shares of its common stock and 500,000 preferred stock purchase rights of our report dated August 3, 2004 relating to the unaudited consolidated interim financial statements of AmSouth Bancorporation that are included in its Form 10-Q for the quarter ended June 30, 2004.

/s/ Ernst & Young LLP

Birmingham, Alabama

August 3, 2004

EX-23.1

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the AmSouth Bancorporation Stock Option Plan for Outside Directors of our report dated February 17, 2004, with respect to the consolidated financial statements of AmSouth Bancorporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Birmingham, Alabama

August 3, 2004

EX-24

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company’), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15^th day of July, 2004.

WITNESS:

/s/ Michelle A. Bridges	/s/ Earnest W. Deavenport, Jr.
	Earnest W. Deavenport, Jr.

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 15^th day of July, 2004.

WITNESS:

/s/ Michelle A. Bridges	/s/ Martha R. Ingram
	Martha R. Ingram

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12^th day of July, 2004.

WITNESS:

/s/ Sue Bolden	/s/ Ronald L. Kuehn, Jr.
	Ronald L. Kuehn, Jr.

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15^th day of July, 2004.

WITNESS:

/s/ Michelle A. Bridges	/s/ James R. Malone
	James R. Malone

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15^th day of July, 2004.

WITNESS:

/s/ Michelle A. Bridges	/s/ Charles D. McCrary
	Charles D. McCrary

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14^th day of July, 2004.

WITNESS:

/s/ Karen H. Anderson	/s/ Claude B. Nielsen
	Claude B. Nielsen

EXHIBIT 24

DIRECTOR’S AND/OR OFFICER’S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or Officer of AmSouth Bancorporation, a Delaware corporation (“Company”), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder or Carl L. Gorday, and either of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statements to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of (i) 15,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Form S-8); (ii) 500,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Stock Option Plan for Outside Directors (Form S-8); and (iii) 1,000,000 shares of Company Common Stock to be offered pursuant to the AmSouth Bancorporation Employee Stock Purchase Plan (Form S-8) and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statements and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12^th day of July, 2004.

WITNESS:

/s/ Christine W. Johnson	/s/ Cleophus Thomas, Jr.
	Cleophus Thomas, Jr.