COMPASS BANCSHARES INC
8-K, 1999-03-25
NATIONAL COMMERCIAL BANKS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C. 20549
                                                
                                       
                                   FORM 8-K
                                       
                  CURRENT REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                       
Date of Report: January 31, 1999              Commission File No. 0-6032

                           COMPASS BANCSHARES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                63-0593897
  ------------------------           ------------------------------------
  (State of Incorporation)           (I.R.S. Employer Identification No.)

                             15 South 20th Street
                           Birmingham, Alabama 35233
                    ----------------------------------------
                    (Address of principal executive offices)     
                                       
                                (205) 933-3000
                        -------------------------------
                        (Registrant's telephone number)     
                                       

<PAGE>

ITEM 5. OTHER EVENTS

  On December 15, 1998, Compass Bancshares, Inc. (the "Company") acquired
Arizona Bank, pursuant to a Restated and Amended Agreement and Plan of Merger
dated October 22, 1998. Such acquisition was not an acquisition of a
significant amount of assets which would be reportable under Item 2 of Form
8-K. Rather, the Company is voluntarily reporting herein certain financial
results covering at least thirty days of post-acquisition combined operations
in accordance with Commission Accounting Series Releases 130 and 135, which 
detail certain disclosure requirements for announcing thirty days of combined
operating results following pooling-of-interests accounting transactions.

  In the opinion of management, all adjustments necessary to present fairly 
the results of operations for the interim period have been made. All such 
adjustments are of a normal recurring nature. The results of operations are 
not necessarily indicative of the results of operations for the full year or 
any other interim periods. 

  The following table sets forth certain information relating to financial
results of the Company and its subsidiaries on a consolidated basis for the
period January 1, 1999, through January 31, 1999:

<TABLE>
<CAPTION>
                           COMPASS BANCSHARES, INC.
                      CONDENSED STATEMENT OF OPERATIONS
                    (In Thousands Except Per Share Data)
                                 (Unaudited) 


                                        Month Ended         Year Ended
                                      January 31, 1999   December 31, 1998
                                      ----------------   -----------------
<S>                                   <C>                <C>
EARNINGS SUMMARY
Net interest income                      $   51,143           $ 579,387
Provision for loan losses                     2,185              38,445
                                         -----------          ----------
Net interest income after provision          48,958             540,942
Noninterest income                           17,801             222,500
Noninterest expense                          39,271             491,017
                                         -----------          ----------
Pretax income                                27,488             272,425
Income tax expense                            9,517              91,545
                                         -----------          ----------
Net income                               $   17,971           $ 180,880
                                         ===========          ==========

Basic earnings per share                 $     0.24           $    2.40

Diluted earnings per share                     0.24                2.35

Basic weighted average shares 
 outstanding                                 75,417              74,197

Diluted weighted average shares
 outstanding                                 76,136              75,830


</TABLE>



<PAGE>

                   COMPASS BANCSHARES, INC. AND SUBSIDIARIES
                                       
                                       
                                  SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of
       1934, the registrant has duly caused this report to be signed on
       its behalf by the undersigned thereunto duly authorized.


March 26, 1999                                           /s/ GARRETT R. HEGEL
- --------------                                    ---------------------------
     Date                                         By Garrett R. Hegel, as its
                                                      Chief Financial Officer



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