SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment no. __)
Under the Securities Exchange Act of 1934
Compass Bancshares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
2049H109
(CUSIP Number)
CUSIP No. 2049H109
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1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
Compass Bancshares, Inc.
Employee Stock Ownership/
401(k) Plan and Trust; 63-0593897
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2) Check the Appropriate Box if a Member of a Group:
(a) Not Applicable
(b) Not Applicable
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3) SEC Use Only
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4) Citizenship or Place of Organization:
Delaware, U.S.A.
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Number of (5) Sole Voting Power: 0
Shares Bene- -------------------------------------------------------------
ficially
Owned by (6) Shared Voting Power: As of December 31, 1997,
Each Report- 4,109,505.50 shares of Common Stock. Under the terms
ing Person of the Trust, Plan participants are entitled to instruct
with: the Trustees on how to vote shares allocated to their
accounts.
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(7) Sole Dispositive Power: 0
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(8) Shared Dispositive Power: As of December 31, 1997,
4,109,505.50 shares of Common Stock
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9) Aggregate Amount Beneficially Owned by Each Reporting Person:
As of December 31, 1997, 4,109,505.50 shares of Common Stock.
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
Not Applicable
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11) Percent of Class Represented by Amount in Row 9: 6.2 %
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12) Type of Reporting Person: EP
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SCHEDULE 13G
Item 1(a) - Name of Issuer: Compass Bancshares, Inc.
Item 1(b) - Address of Issuer's Principal Executive Offices:
15 South 20th Street, Birmingham, Alabama 35233
Item 2(a) - Name of Person Filing: Compass Bancshares, Inc., Employee
Stock Ownership/401(k) Plan and Trust
Item 2(b) - Address of Principal Business Office:
15 South 20th Street, Birmingham, Alabama 35233
Item 2(c) - Citizenship: United States of America
Item 2(d) - Title of Class of Securities:
Common Stock
Item 2(e) - CUSIP Number: 15242510
Item 3 - If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(f) x Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund
Item 4 - Ownership:
(a) Amount Beneficially Owned: As of December 31, 1997,
4,109,505.50 shares of Common Stock.
(b) Percent of Class: 6.2 % (Rounded to nearest tenth)
(c) Number of shares as to which such person has:
(i) Sole Power to Vote or to Direct the Vote: 0*
(ii) Shared Power to Vote or to Direct the Vote: As of
December 31, 1997, 4,109,505.50 shares of Common
Stock.
(iii) Sole Power to Dispose or to Direct the Disposition
of: 0
(iv) Shared Power to Dispose or to Direct the
Disposition of: As of December 31, 1997,
4,109,505.50* of Common Stock.
*By amendment to the Compass Bancshares, Inc. Employee Stock
Ownership Plan adopted in November 1986, the Plan, each Participant,
and the beneficiary of a deceased Participant, has the right to
direct the Trustee in writing as to the manner of voting Company
stock allocated to his Account at any annual or special meeting of
the Shareholders of the Company. Any shares of Company stock not
allocated to a Participant's Account shall be voted by the Trustee or
not voted in the same proportion as it casts the votes and refrains
from voting Company stock allocated to the Accounts of Participants.
The shares of Compass Bancshares, Inc. stock held by the Plan
are held and disposed of in strict compliance with the terms and
conditions of the Plan. No named fiduciary of the Plan possesses
discretionary authority concerning disposition of shares. All shares
of Company stock held in Fund A, the Employee Company Stock Fund, are
held and disposed of at the direction of each Plan Participant.
Item 5 - Ownership of Five Percent or Less of a Class: Not Applicable
Item 6 - Ownership of More than Five Percent on Behalf of Another
Person: Not Applicable
Item 7 - Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: Not Applicable
Item 8 - Identification and Classification of Members of the Group:
Not Applicable
Item 9 - Notice of Dissolution of Group: Not Applicable
Item 10 - Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
The filing of this statement shall not be construed as an
admission that such person named in Item 2(a) is, for the
purposes of Section 13(d), or 13(g) of the Securities Exchange
Act or any other section of such Act, the beneficial owner of
any securities covered by the statement.
Dated: February 17, 1998
Compass Bancshares, Inc.
Employee Stock Ownership/401(k) Plan and Trust
By: Compass Bank
as Trustee
/s/ Joe L. Stork
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By: Joe L. Stork
Its: Vice President
and
By: Compass Bancshares, Inc.
as Plan Administrator
/s/ Jerry W. Powell
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By: Jerry W. Powell
Its: General Counsel and Secretary
