FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * STEPHENSON E W JR 2. Issuer Name and Ticker or Trading Symbol AMSOUTH BANCORPORATION [ASO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr Executive Vice President (Last) (First) (Middle) 1900 5TH AVENUE NORTH 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004 (Street) BIRMINGHAM, AL 35203 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 03/31/2004   J(1) 120 A $ 23.51 86,836 D   Common Stock 06/30/2004   J(1) 112 A $ 25.47 86,948 D   Common Stock 09/30/2004   J(1) 118 A $ 24.4 87,066 D   Common Stock 12/31/2004   J(1) 117 A $ 25.9 87,183 D   Common Stock             5,573.305 (2) I By 401(k) Common Stock             64,000 (3) I By Spouse Common Stock             83,299 I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STEPHENSON E W JR 1900 5TH AVENUE NORTH BIRMINGHAM, AL 35203	Â	Â	  Sr Executive Vice President	Â

Signatures

By: Michelle Bridges - Attorney in Fact		02/09/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Acquisition of phantom stock units payable on a one for one basis in shares of common stock in the AmSouth Bancorporation Deferred Compensation Plan for EIP Award Deferral.
(2)	Between February 2004 and December 2004, the reporting person acquired 577.9934 shares of AmSouth Bancorporation's common stock held in the reporting person's account in the AmSouth Stock Fund of the AmSouth Thrift Plan.
(3)	Reporting person disclaims beneficial ownership of these shares.

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