COMPASS BANCSHARES INC
DEFA14A, 1995-03-31
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
---------------------
March 31, 1995
For further information:  Ellen Laden, 205/933-3554


          COMPASS CEO RESPONDS TO DISTORTED VIDEOTAPE

      Birmingham, Ala...D. Paul Jones Jr., chairman and chief executive  officer
of  Compass Bancshares, Inc. (NASDAQ:CBSS) today responded to the latest  taping
by Harry B. Brock Jr. -- a new videotape he has circulated.

      Mr.  Jones stated, "it is a sad commentary on Mr. Brock's desperation that
he  must  resort  to  yet another dirty trick.  His new video  uses  the  oldest
technique of distortion -- splicing together video clips made at different times
in order to take quotes out of context.

      "The truth about Regions is simple and not even Mr. Brock can distort  it.
He  pretends that he only suspected discussions.  In fact, the discussions  were
suggested  by Mr. Brock himself.  There never was a serious negotiation.   There
never  was  a  deal.   There never was a proposal made by either  side  and  the
subject is closed.  The events in question -- which Mr. Brock has tried to  make
a  prominent part of his efforts to regain control of Compass -- involved a  few
conversations during January."

      The  spliced-together videotape follows revelations earlier this week that
Brock   secretly  taped  conversations  with  Compass  shareholders,  employees,
analysts and reporters.

     Brock also was delivered a set-back when federal judge Sam Pointer ruled on
Tuesday  that  the  Compass annual meeting set for April llth  would  go  on  as
scheduled.

      Compass  Bancshares, Inc. is a $9.1 billion bank holding company with  188
offices in Alabama, Florida and Texas.




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