COMPASS BANCSHARES INC
DEFA14A, 1995-03-13
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>

 [Company Logo Appears Here]  Compass Bancshares

                                        
                               COMPASS BANCSHARES
                         ANNUAL MEETING OF SHAREHOLDERS
                                 APRIL 11, 1995

Dear Shareholder:

Thank you for sending in your WHITE proxy card.

To avoid any possible dispute as to the validity of your proxy, for the
reason(s) stated below, we are requesting you to sign, date and mail the
enclosed new WHITE proxy with the correction indicated below.  The new proxy
will automatically revoke any previous proxy when it is returned to us in the
postage-paid envelope provided for your convenience.

[_]  Your previous proxy was unsigned.  (If signing as attorney, executor,
     administrator, corporate officer, trustee or guardian, please give your
     full title as such.)

[_]  Your previous proxy was undated. (Please date, sign and return the new
     proxy in the enclosed envelope.)

[_]  Your previous proxy, as signed, did not conform to the name shown on the
     proxy. (Please sign and date the new proxy exactly as the registration
     appears on the proxy card, including your title if signing other than in
     an individual capacity.)

[_]  Your previous proxy omitted your title or authority. (If signing as
     attorney, executor, administrator, corporate officer, trustee or guardian,
     please give your full title as such.)

[_]  Your previous proxy was not signed by all joint owners. (If shares are
     registered in the name of more than one person, each such person should
     sign the proxy.  If a joint tenant is deceased, please indicate that you
     are the surviving joint owner.)

[_]  Other ....................................................................
...............................................................................

The time before the April 11, 1995 Annual Meeting is short.  Please sign, date
and return the enclosed WHITE proxy immediately so that your shares may be
represented at the meeting.  Your continued support is greatly appreciated.

Thank You,


Compass Bancshares




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