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):

August 24, 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 8.01 Other Events.

On August 24, 2005, AmSouth Bancorporation (the “Company”) issued a press release announcing that AmSouth Bank (the “Bank”) and AmSouth Asset Management, Inc. (“AAMI”) have received notice that the staff of the U.S. Securities and Exchange Commission (the “Commission”) intends to recommend that the Commission bring a civil action against those entities for possible violations of federal securities laws. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference into this report. The Bank is a wholly-owned subsidiary of the Company; AAMI is a wholly-owned subsidiary of the Bank.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated August 24, 2005

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: August 24, 2005

EX-99.1

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

FOR IMMEDIATE RELEASE

Contact:	(News Media)	Rick Swagler	(205) 801-0105
	(Investment Community)	List Underwood	(205) 801-0265

AmSouth Receives ‘Wells Notice’ from SEC Related to BISYS Investigation

BIRMINGHAM, Ala., Aug. 24, 2005 – AmSouth Bank (NYSE: ASO) has received a “Wells Notice” from the regional office of the Securities and Exchange Commission in Los Angeles indicating that the staff intends to recommend that the Commission bring a civil action against AmSouth Bank and AmSouth Asset Management Inc. for possible violations of federal securities laws relating to its mutual fund management business. The potential action arose from the SEC’s investigation of the mutual fund services unit of the BISYS Group, Inc., an outside company that provides fund administration and other services to the AmSouth Funds and many other mutual fund families. AmSouth has been cooperating extensively with the SEC in the BISYS investigation.

AmSouth believes the SEC investigation primarily relates to past arrangements under which BISYS used a portion of the fees paid to it by the fund family to pay for marketing and other expenses.

AmSouth Bank and AmSouth Asset Management, in cooperation with a special review committee of the Board of Trustees of the AmSouth Funds, are conducting a review of this matter and are taking appropriate steps to protect the interests of fund shareholders, including making payments to the AmSouth Funds.

AmSouth previously announced an agreement to sell its mutual fund management business to Pioneer Investment Management, Inc., which is not affiliated with AmSouth Bank. That transaction is proceeding toward completion in September, subject to fund shareholder approval.

A Wells Notice indicates that the SEC’s staff has made a preliminary decision to recommend that the Commission authorize the staff to bring a civil action. However, a Wells

Notice is not a formal allegation or proof of wrongdoing. The notice provides AmSouth the opportunity to formally respond to the SEC staff before the staff recommends whether the SEC should take action.

About AmSouth

AmSouth is a regional bank holding company with over $50 billion in assets, more than 685 branch banking offices and more than 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, and trust and investment management services. AmSouth also offers a complete line of banking products and services at its web site, www.amsouth.com.