ZIONS BANCORPORATION /UT/, S-8, 1994-05-23

ZIONS BANCORPORATION /UT/
S-8, 1994-05-23
NATIONAL COMMERCIAL BANKS

Previous: ZENITH ELECTRONICS CORP, 424B3, 1994-05-23

Next: DEFINED ASSET FUNDS CORPORATE INCOME FUND GNMA SERIES 1, 497, 1994-05-23

<PAGE> 1

Filing Date - May 23rd, 1994
SEC File No. ________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

Utah 87-0227400
------------------------ -------------------------
(State of Incorporation) (I.R.S. Employer I.D. No.)

1380 Kennecott Building
Salt Lake City, Utah 84133
(801) 524-4787
---------------------------------------------
(Address and telephone number of registrant's
principal executive offices)

ZIONS BANCORPORATION KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
-------------------------------------------------------------
(Full title of plan)

Gary L. Anderson
Zions Bancorporation
1380 Kennecott Building
Salt Lake City, Utah 84133
---------------------------------------
(Name and address of agent for service)

(801) 524-4787
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

==============================================================================================================
Title of each class of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per share(1) offering price fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, No Par Value 20,364 $39.10 $796,264 $274.57
==============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low
prices per share for the common stock of the registrant on May 20, 1994.

Page 1 of 16 Pages
Exhibit Index is at Page 13

<PAGE> 2
PROSPECTUS

ZIONS BANCORPORATION

REOFFERS AND RESALES OF SHARES PURCHASED UNDER
ZIONS BANCORPORATION
KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN

20,364 SHARES

Common Stock
(without par value)

Certain officers of Zions Bancorporation ("Zions" or the "Company")
and its subsidiaries who have acquired shares (the "Shares") of the Common
Stock without par value ("Common Stock") of Zions under the Zions
Bancorporation Key Employee Incentive Stock Option Plan (the "Plan") are
offering such shares for resale to the public hereby. The names of the persons
offering the Shares (the "Selling Shareholders," and the number of the Shares
offered by each person are set forth herein under the caption "Selling
Shareholders."

The sale of the Shares will be made from time to time in the
over-the-counter market at prices current at the time of sale, as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ"). No commissions other than usual brokerage commissions will be paid
in connection with such sales.

All proceeds of the sale of the Shares, less brokerage commissions, if
any, will be received by the respective Selling Shareholders. The Company will
not receive any of the proceeds from this offering.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May 23, 1994

<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR IS IT
SUCH AN OFFER OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information; Incorporation by Reference . . . . . . . . . . . . . . . 2
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . 6
</TABLE>

AVAILABLE INFORMATION;
INCORPORATION BY REFERENCE

Zions Bancorporation is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy and information statements and other information with the U.S. Securities
and Exchange Commission ("Commission"). Information concerning directors and
officers of the Company, their remuneration, options granted to them, the
principal holders of securities of the Company, and any material interest of
such persons in transactions with the Company as of particular dates is set
forth in proxy statements distributed to shareholders of the Company and filed
with the Commission. Such reports, proxy statements and other information can
be inspected at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the following regional offices of the
Commission: 219 South Dearborn Street, Chicago, Illinois 60604; 26 Federal
Plaza, New York, New York 10007; and 5757 Wilshire Boulevard, Los Angeles,
California 90036. Copies of such materials can also be obtained from the
Public Reference Section of the Commission at Washington, D.C. 20549 at the
prescribed rates.

The Company hereby incorporates herein by reference its Annual Report
on Form 10-K for the most recent fiscal year ended December 31 and its Proxy
Statement for the most recent annual meeting of shareholders, the Annual Report
to Shareholders which has been furnished in connection with the most recent
annual meeting of shareholders, and all other reports filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
since the end of the fiscal year covered by the Annual Report referred to
above. All reports hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the termination of the offering made by this Prospectus, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
dates of filing thereof.

The Company has filed a Registration Statement and amendments thereto
with the Securities and Exchange Commission under the Securities Act of 1933.
This Prospectus omits certain additional information contained in the
Registration Statement filed with the SEC under the Securities Act of 1933, as
amended, to which reference is hereby made.

<PAGE> 4
Upon written request, the Company will provide without charge to each
person to whom this Prospectus is delivered a copy of any or all of the
documents incorporated herein by reference, excluding the exhibits thereto.
Requests for such documents should be addressed to Gary L. Anderson, Senior
Vice President, Zions Bancorporation, 1380 Kennecott Building, Salt Lake City,
Utah 84133.

SELLING SHAREHOLDERS

The following table sets for the name, position with the Company or
subsidiary of the Company and number of shares of the Company's Common Stock
owned as of May 9, 1994, together with the number of shares of proposed to be
offered hereby by each of them, and the percent of class held by each of them
assuming the sale of all of the shares offered hereby.

<TABLE>
<CAPTION>
Amount Owned Percentage of
Prior to Class Owned
Name Position Offering (1) Offered After Offering
---- -------- ------------ ------- --------------
<S> <C> <C> <C> <C>
Terry Bowns Vice President, 6,412 2,500 *
Branch Manager (2)

Kim Butters Senior Vice President, 6,171 1,500 *
Retail Banking Regional
Manager (2)

Barbara Dynes Vice President, Construction 2,329 1,000 *
Loan Manager (3)

Ed Felsing Vice President, Public 6,510 2,500 *
Finance Municipal Bond
Manager (2)

James Fillmore Retired Vice President (4) 1,527 1,500 *

David Fuhriman Senior Vice President, 8,006 2,360 *
Retail Products
Administrator (2)

Brent Whitney Vice President, Merchandise 4,578 2,500 *
Service Manager (2)

Paul Williams Vice President, Construction 5,355 3,898 *
Loan Manager (5)

Larry Woodram Former employee (2) 5,935 2,606 *
</TABLE>

* Less than 1% of outstanding shares.

(1) Includes all shares held by the named person in the Zions
Bancorporation Employee Stock Savings Plan and the Zions
Bancorporation Employee Investment Savings Plan as of March 31, 1994.

<PAGE> 5
(2) Position with Zions First National Bank, a subsidiary of the Company.

(3) Position with Nevada State Bank, a subsidiary of the Company.

(4) Position with Zions Data Service Co., a subsidiary of the Company.

(5) Position with Zions Mortgage Company, a subsidiary of the Company.

THE COMPANY

The Company is a multibank holding company organized under the laws of
Utah in 1955, registered under the Bank Holding Company Act of 1956, as
amended. The Company is the second largest bank holding company headquartered
in Utah and provides a full range of banking and related services primarily in
Utah, Nevada and Arizona. Its principal subsidiaries are banking subsidiaries
which include Zions First National Bank, the second largest commercial banking
organization in the State of Utah, Nevada State Bank, the sixth largest bank in
Nevada, and Zions First National Bank of Arizona in Arizona.

The Company conducts various other bank-related business activities
through wholly-owned subsidiaries of the Company and Zions First National Bank.
Zions Credit Corporation engages in lease origination and servicing operations
in Utah, Nevada and Arizona. Zions Life Insurance Company underwrites as
reinsurer credit-related life and disability insurance. Zions Insurance
Agency, Inc., operates an insurance brokerage business which administers
various credit-related insurance programs in Zions' subsidiaries and sells
general lines of insurance. The Company's insurance subsidiaries offer
customers a full range of insurance products through licensed agents. The
products include credit life products, collateral protection products, life
policies, homeowners policies, property and casualty policies, and commercial
business owner type policies. Zions Data Service Company provides data
processing services to all subsidiaries of the Company.

Subsidiaries of Zions First National Bank include Zions Mortgage
Company, which conducts a mortgage operation in Utah, Nevada and Arizona, and
Zions Investment Securities, Inc., which provides discount investment brokerage
services on a nonadvisory basis to both commercial and consumer customers.

The Corporation's executive offices are located at 1380 Kennecott
Building, Salt Lake City, Utah 84133. The telephone number is (801) 524-4787.
The Corporation is publicly owned and its common stock is traded in the NASDAQ
National Market System in the over-the-counter market under the ticker symbol
"ZION."

DESCRIPTION OF CAPITAL STOCK

Common Stock

The authorized capital stock of the Company consists of 33,000,000
shares, divided into 30,000,00 shares of common stock without par value and
3,000,000 shares of preferred stock, without par value. At May 9, 1994,
14,213,257 shares of Common Stock were outstanding.

Dividend. Holders of Common Stock are entitled to dividends when, as,
and if declared by the Board of Directors out of funds legally available for
the payment of dividends, but only if all dividends on any outstanding
Preferred Stock for the then current period and all prior periods have been
paid or provided for.

<PAGE> 6
Voting. Holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of shareholders.

Liquidation. In the event of any liquidation, dissolution or winding
up of the Company, holders of Common Stock will be entitled to share equally
and ratably in all assets available for distribution after payment of debts,
liabilities and preferences, including the liquidation preferences, if any, of
holders of any outstanding series of Preferred Stock.

Other Matters. The Common Stock has no preemptive, subscription or
conversion rights and there are no redemption provisions applicable thereto.
Shares of Common Stock are fully paid and nonassessable and are traded in the
over-the-counter market as a NASDAQ National Market System security. The
transfer agent and registrar for shares of Common Stock is Zions First National
Bank.

Preferred Stock

Article VII of the Company's Articles of Incorporation authorizes the
issuance of a single class of Preferred Stock consisting of 3,000,000 shares of
Preferred Stock, without par value. At May 9, 1994, no shares of Preferred
Stock were outstanding.

The Board of Directors of the Company is expressly vested with the
authority to determine, with respect to any class of Preferred Stock, the
dividend rights (including rights as to cumulative, noncumulative or partially
cumulative dividends) and preferences, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and the liquidation preferences of any such class
of Preferred Stock. As to any series of Preferred Stock, the Board of
Directors is authorized to determine the number of shares constituting such
series, and to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of that series.

The Board of Directors of the Company is expressly vested with the
authority to divide the Preferred Stock into series and to fix and determine
the variations in the relative rights and preferences of the shares of
Preferred Stock of any series so established, including, without limitation,
the following:

(i) the rate of dividend;

(ii) the price at and the terms and conditions on which shares may
be redeemed;

(iii) the amount payable upon shares in event of involuntary
liquidation;

(iv) the amount payable upon shares in event of voluntary
liquidation;

(v) sinking fund provisions for the redemption or purchase of
shares;

(vi) the terms and conditions on which shares may be converted, if
the shares of any series are issued with the privilege of conversion; and

(vii) such other variations in the relative rights and preferences
of such shares which at the establishment of such series are not prohibited by
law.

LEGAL MATTERS

Callister, Duncan & Nebeker, Suite 800-Kennecott Building, Salt Lake
City, Utah 84133, counsel to the Company, will render an opinion that the
shares of common stock being offered hereby, when issued, will be fully paid
and non-assessable under the Utah Business Corporation Act.

<PAGE> 7
Louis H. Callister, Jr. is a shareholder and Chairman of the Board of
Directors of Callister, Duncan & Nebeker. Roy W. Simmons, David E. Simmons,
Harris H. Simmons, I.J. Wagner and Louis H. Callister, Jr. serve as voting
trustees of a voting trust which owed at February 28, 1994 1,144,488 shares, or
approximately 8.06%, of the Company's outstanding common stock. Louis H.
Callister, Jr., his wife and those children living with him own 86,150 shares
which are all held in the voting trust. In addition, Mr. Callister owns
beneficially 1,400 shares held in a self directed account in the Callister,
Duncan & Nebeker Profit Sharing Retirement Plan, which are not held in the
voting trust. Mark L. Callister, also a shareholder and director of Callister,
Duncan & Nebeker and the son of Louis H. Callister, owns 3,674 shares which
are held in the voting trust.

The voting trust will expire on December 31, 1996, unless sooner
terminated by a vote of two-thirds of the shares deposited under the voting
trust. The voting trustees, three of the five of whom are directors of Zions
Bancorporation and/or its subsidiaries, have exclusive voting rights with
respect to the shares and have the further right to sell any or all of the
shares after consultation with the beneficial owners as to their desires to
such sale and the price thereof. The beneficial owners may transfer their
voting trust certificates but are prohibited from selling any of the underlying
shares held by the voting trustees.

EXPERTS

The consolidated financial statements of Zions Bancorporation as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, incorporated by reference, have been incorporated
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Part 9 of the Utah Revised Business Corporation Act (the "Corporation
Act") contains provisions entitling directors and officers of the Company to
indemnification under certain conditions from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result
of an action or proceeding in which they may be involved by reason of being or
having been a director or officer of the Company. Indemnification under the
Corporation Act is generally permissible if the conduct of the director or
officer was in good faith and the director or officer reasonably believed that
his conduct was in, or not opposed to, the Company's best interests, and, in a
criminal case, that the director or officer had no reasonable cause to believe
his conduct was unlawful. Such indemnification would not be permitted under
the Corporation Act in connection with a proceeding by or in the right of the
Company in which the director or officer was adjudged liable to the Company, or
in connection with any other proceeding in which the officer or director was
adjudged liable on the basis that he derived an improper personal benefit.

The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing arrangements, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

<PAGE> 8
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report to shareholders for the year ended December 31, 1993
of Zions Bancorporation (the "Company") is hereby incorporated by reference.

All documents filed by the Company pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since December 31, 1991
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

The securities offered pursuant to this registration statement are
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Callister, Duncan & Nebeker, Suite 800-Kennecott Building, Salt Lake
City, Utah 84133, counsel to the Company, will render an opinion that the
shares of common stock being offered hereby, when issued, will be, to the
extent representing previously unissued shares, fully paid and non-assessable
under the Utah Business Corporation Act.

Louis H. Callister, Jr. is a shareholder and Chairman of the Board of
Directors of Callister, Duncan & Nebeker. Roy W. Simmons, David E. Simmons,
Harris H. Simmons, I.J. Wagner and Louis H. Callister, Jr. serve as voting
trustees of a voting trust which owed at February 28, 1994 1,144,488 shares, or
approximately 8.06%, of the Company's outstanding common stock. Louis H.
Callister, Jr., his wife and those children living with him own 86,150 shares
which are all held in the voting trust. In addition, Mr. Callister owns
beneficially 1,400 shares held in a self directed account in the Callister,
Duncan & Nebeker Profit Sharing Retirement Plan, which are not held in the
voting trust. Mark L. Callister, also a shareholder and director of Callister,
Duncan & Nebeker and the son of Louis H. Callister, owns 3,674 shares which are
held in the voting trust.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

8
<PAGE> 9
to the Company, or in connection with any other proceeding in which the officer
or director was adjudged liable on the basis that he derived an improper
personal benefit.

Mandatory indemnification is required under the Corporation Act for a
director or officer who is successful, on the merits or otherwise, in the
defense of any proceeding, or any claim, issue or matter in a proceeding, to
which he was a party because he is or was an officer or director of the
Company. A court may order indemnification where mandatory under the
Corporation Act or if the court determines that the officer or director is
fairly and reasonably entitled to indemnification in view of all relevant
circumstances and regardless of whether the officer or director met the
applicable standard of conduct or was adjudged liable to the Company or
adjudged liable on the basis that he derived an improper personal benefit.

Payment of expenses for officers and directors is permitted in advance
of a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the officer or director of his good faith
belief that he has met the applicable standard of conduct, the furnishing of a
written agreement to repay the advance if the officer or director is ultimately
determined not to have met the applicable standard of conduct, and a
determination is made that the facts then known to the persons making the
determination would not preclude indemnification under the Corporation Act.
This determination is to be made either by the Board of Directors, a committee
of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing arrangements, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Does not apply.

ITEM 8. EXHIBITS

The following is a list of exhibits filed as part of the Registration
Statement:

<TABLE>
<CAPTION>
Exhibit No.
(Per Regulation S-K,
Exhibit Table) Exhibit
-------------------- -------
<S> <C>
5 Opinion Regarding Legality
of Callister, Duncan & Nebeker

24(a) Consent of KPMG Peat Marwick

24(b) Consent of Callister, Duncan & Nebeker
</TABLE>

9
<PAGE> 10
ITEM 9. UNDERTAKINGS

The undersigned hereby undertakes:

(1) (a) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration
Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
benefit offering thereof.

(c) To remove from registration by means of a most effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial benefit offering thereof.

(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

<PAGE> 11
(4) The Registrant will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to
qualify the plan.

(This Space Intentionally Left Blank)

<PAGE> 12
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Salt Lake, State of Utah, on the 23rd day of May,
1994.

ZIONS BANCORPORATION

By /s/ Harris H. Simmons
----------------------------
Harris H. Simmons, President
and Chief Executive Officer

Power of Attorney

Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Gary L. Anderson, and each of them, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution for him in his name, place, and stead, in any and all capacities
to sign any and all pre-effective amendments to this Registration Statement and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of May, 1994.

/s/ Harris H. Simmons /s/ Gary L. Anderson
- ------------------------------------- --------------------------------------
Harris H. Simmons, President, Chief Gary L. Anderson, Secretary,
Executive Officer, and Director Senior Vice President, and
Chief Financial Officer

/s/ Roy W. Simmons /s/ Walter E. Kelly
- ------------------------------------- --------------------------------------
Roy W. Simmons, Chairman and Director Walter E. Kelly, Controller

- -------------------------------------
Jerry C. Atkin, Director

- ------------------------------------- --------------------------------------
Grant R. Caldwell, Director L.E. Simmons, Director

/s/ R. D. Cash /s/ I.J. Wagner
- ------------------------------------- --------------------------------------
R. D. Cash, Director I.J. Wagner, Director

/s/ Dale W. Westergard
- ------------------------------------- --------------------------------------
Roger B. Porter, Director Dale W. Westergard, Director

/s/ Robert G. Sarver
- -------------------------------------
Robert G. Sarver, Director

<PAGE> 13
EXHIBIT INDEX

ZIONS BANCORPORATION

ZIONS BANCORPORATION EMPLOYEE INCENTIVE STOCK OPTION PLAN

FORM S-8

<TABLE>
<CAPTION>
Exhibit No. Sequentially
(Per Regulation S-K, Numbered
Exhibit Table) Exhibit Page
-------------------- ------- ------------
<S> <C> <C>
5 Opinion Regarding Legality
of Callister, Duncan & Nebeker

24(a) Consent of KPMG Peat Marwick

24(b) Consent of Callister, Duncan & Nebeker
</TABLE>

<PAGE> 14
Exhibit 5

OPINION REGARDING LEGALITY OF CALLISTER, DUNCAN & NEBEKER

May 23, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration and Issuance of Zions Bancorporation Common Stock
Received under Key Employee Incentive Stock Option Plan for
Resale

Gentlemen:

This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with its registration of 20,364
shares of its common stock without par value (the "Shares") for resale by
persons who received the Shares under the Zions Bancorporation Key Employee
Incentive Stock Option Plan.

In connection with this representation, we have examined the original,
or copies identified to our satisfaction, of such minutes, agreements,
corporate records and filings and other documents necessary to our opinion
contained in this letter. We have also relied as to certain matters of fact
upon representations made to us by officers and agents of the Company. Based
upon and in reliance on the foregoing, it is our opinion that:

1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah;
and has full corporate power and authority to own its properties and
conduct its business as described in the Prospectus/Proxy Statement
referred to above.

2. The Shares are duly and validly issued and fully paid and
nonassessable; and the shareholders of Zions Bancorporation have no
pre-emptive rights to acquire additional shares in respect of the
Shares.

Sincerely yours,

CALLISTER, DUNCAN & NEBEKER

<PAGE> 15

Exhibit 24(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Zions Bancorporation:

We consent to the reference to our firm under the caption "Experts" in Zions
Bancorporation's Registration Statement (Form S-8) pertaining to the Zions
Bancorporation Key Employee Incentive Stock Option Plan, and to the
incorporation by reference therein of our report dated January 25, 1994
relating to the consolidated financial statements of Zions Bancorporation as of
December 31, 1993 and 1992 and for each of the years in the three year period
then ended, which report appears in the December 31, 1993 Annual Report on Form
10-K of Zions Bancorporation. Our report refers to changes in methods of
accounting relating to the adoption of provisions of the Financial Accounting
Standards Boards' Statements of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions, No. 109,
Accounting for Income Taxes, and No. 115, Accounting for Certain Investments in
Debt and Equity Securities.

KPMG Peat Marwick

Salt Lake City, Utah
May 23, 1994

<PAGE> 16
Exhibit 24(b)

CONSENT OF CALLISTER, DUNCAN & NEBEKER

May 20, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Registration and Issuance of Zions Bancorporation Common Stock Received
under Key Employee Incentive Stock Option Plan for Resale

We hereby consent to the use of our name in the Prospectus forming a
part of the Registration Statement to which this letter is attached as an
Exhibit, and therein being disclosed as counsel to the Company in this matter.

Sincerely yours,

CALLISTER, DUNCAN & NEBEKER