COMPASS BANCSHARES INC
DEFA14A, 1995-04-07
NATIONAL COMMERCIAL BANKS
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                           SCHEDULE 14A INFORMATION
     PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934


Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement           [_] Confidential, for Use of the
                                              Commission Only (as permitted by
[_] Definitive Proxy Statement                Rule 14a-6(e)(2))

[X] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

                           COMPASS BANCSHARES, INC.
               ------------------------------------------------
               (Name of Registrant as Specified In Its Charter)
                                       
                           COMPASS BANCSHARES, INC.
                  ------------------------------------------
                  (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
    or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
    6(i)(3) .

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    (2) Aggregate number of securities to which transaction applies:

    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

    (4) Proposed maximum aggregate value of transaction:

    (5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

    (2) Form, Schedule or Registration Statement No.:

    (3) Filing Party:

    (4) Date Filed:

Notes:

<PAGE>

For Immediate Release
- ---------------------

April 7, 1995
For further information:   Ellen Laden, 205/933-3554




              COMPASS RESPONDS TO ELEVENTH-HOUR PLOY BY DISSIDENT


      Compass Bancshares, Inc. (NASDAQ:CBSS) chairman and chief executive
officer D. Paul Jones, Jr. responded today to an eleventh-hour desperate ploy
by a dissident shareholder group led by Harry B. Brock Jr.

     Jones said, "There is nothing new that Mr. Brock has to offer Compass
shareholders.  This is just another attempt by Brock to rehash old news and
mislead our shareholders.  We have been well-aware of First Union's interest
since Mr. Brock's unauthorized overtures to them last October, and we are not
surprised that they continue to have interest.

     "The real issue is whether the strategies that Mr. Brock suggests make any
sense.  Our board of directors thoroughly reviewed his strategies and
determined that they would not make sense -- a determination with which Wall
Street experts have concurred."

     Jones continued, "If I were First Union, I, too, would want to buy Compass
on the cheap.  However, Compass has no interest in selling itself or its
stockholders short."




                                     -30-




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