8-K

UNITED STATES

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):

April 21, 2005

AMSOUTH BANCORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-7476	63-0591257
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 7.01 Regulation FD Disclosure

In accordance with general instruction B.2 of Form 8-K, the following information is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

The Registrant’s Chairman is scheduled to make a presentation at the conclusion of AmSouth’s Annual Meeting of Shareholders on April 21, 2005.

A copy of the visual presentation is being furnished as Exhibit 99.1 to this report, substantially in the form intended to be used.

The presentation includes certain amounts and ratios that exclude expenses incurred in connection with settlement agreements described in previous filings made by AmSouth with the Securities and Exchange Commission. A reconciliation of these amounts and ratios to the amounts and ratios as reported under generally accepted accounting principles is attached hereto as Exhibit 99.2. These expenses represent matters that are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business. Therefore, the presentation of this information is useful to investors in analyzing AmSouth’s financial condition and results of operations.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The exhibits listed in the exhibit index are furnished pursuant to Regulation FD as part of this current report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit Index

Exhibit No.	Exhibit
99.1	Visual Presentation of April 21, 2005
99.2	Reconciliation

SIGNATURES

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: April 21, 2005

EX-99.1

Exhibit 99.1

ANNUAL MEETING OF SHAREHOLDERS

WELCOME!

April 21, 2005

C. Dowd Ritter

Chairman and Chief Executive Officer

2004 Performance Highlights

2004*

Diluted earnings per share

$1.89

Net income (in millions)

$675.9

Return on equity

20.17%

Efficiency ratio

55.00%

Net Interest Margin

3.47%

Net charge-offs ratio

0.37%

NPAs to loans

0.34%

*Excludes $54 million settlement charge. See the reconciliation of GAAP amounts to non-GAAP amounts on the Form 8-K filed today by AmSouth.

2004 Noteworthy Events

Hurricane impact Regulatory agreements

Credit card sale

Federal Home Loan debt prepayment

Evolving banking environment

First Quarter Performance Highlights

Diluted earnings per share

$0.50

Net income (in millions)

$178.6

Return on equity

20.5%

Efficiency ratio

52.7%

Net Interest Margin

3.45%

Net charge-offs ratio

0.23%

NPAs to loans

0.34%

AmSouth Maintains a Leadership Position in Attractive Markets

$9 billion Market Cap

$50 billion in Assets

685+ Branches

1,250+ ATMs

1.9 million Households

12,600 Employees

Capitalizing on Market Opportunities

Strategic Initiatives

Sustain growth in Consumer Banking

Continue aggressive growth in Business Banking

Grow Commercial Banking business with improved credit quality

Double contribution from Wealth Management

Double Florida’s contribution

Emphasize sales productivity, service quality and customer retention

Leverage technology across all lines of business with increasing emphasis on Internet services

AmSouth Outperforms Broader Market $25,000 $20,000 $15,000 $10,000 $5,000 $0 $21,696

16.8% $8,517

-3.2%

5 Year

AmSouth S&P 500 Index

AmSouth Outperforms Broader Market $50,000 $40,000 $30,000 $20,000 $10,000 $0 $40,854

15.1% $27,862

10.8%

10 Year

AmSouth S&P 500 Index

AmSouth Outperforms Broader Market $900,000 $750,000 $600,000 $450,000 $300,000 $150,000 $0 $743,049

13.8% $347,990

11.3%

Since 1971

AmSouth S&P 500 Index

ANNUAL MEETING OF SHAREHOLDERS

April 21, 2005

EX-99.2

EXHIBIT 99.2

2004 Performance Highlights

	GAAP			Settlement agreements and related professional fees (1)			Non- GAAP
Diluted earnings per share	$	1.74		$	0.15		$	1.89
Net income (in millions)	$	623.5		$	52.4		$	675.9
Return on equity		18.60	%		1.57	%		20.17	%
Efficiency ratio		57.12	%		-2.12	%		55.00	%

(1) Adjustment represents expenses related to a settlement agreement and related professional fees which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.