WITNESSETH:

 
                                                                     EXHIBIT 4.2



          AMENDMENT NO. 1, dated as of December 18, 1997 (this "Amendment"), to
the STOCKHOLDER PROTECTION RIGHTS AGREEMENT, dated as of June 15, 1989 (the
"Rights Agreement"), between AmSouth Bancorporation, a Delaware corporation (the
"Company"), and AmSouth Bank, as Rights Agent (the "Rights Agent").

                                  WITNESSETH:

          WHEREAS, in order to clarify certain aspects of the operation of the
Rights Agreement, the Company has requested that the Rights Agent duly execute
and deliver this Amendment;

          WHEREAS, Section 5.4 of the Rights Agreement provides that the Company
and the Rights Agent may from time to time amend the Rights Agreement in any
respect prior to the Flip-in Date (as defined in the Rights Agreement), other
than to change the Exercise Price, the Redemption Price or the Expiration Time;
and

          WHEREAS, no Flip-in Date has occurred as of the date hereof;

          NOW, THEREFORE, in consideration of the premises, the parties hereby
agree as follows:

          1.   Amendment of Section 5.1. Section 5.1(b) of the Rights 
Agreement is hereby amended by inserting the following parenthetical between the
first occurrence of the word "Rights" and the comma thereafter:

     "(or, if the resolution of the Board of Directors electing to redeem the
     Rights states that the redemption will not be effective until the
     occurrence of a specified future time or event, upon the occurrence of such
     future time or event)".

          2.   Counterparts.  This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

          3.   Governing Law.  This Amendment agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.



                    *                  *                  *

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first above written.

                              AMSOUTH BANCORPORATION



                              By:  /s/ Xxxxxxx X. Xxxxx
                                   -----------------------------------
                                   Name:  Xxxxxxx X. Xxxxx
                                   Title: Executive Vice President and
                                          General Counsel


                              AMSOUTH BANK


                              By:  /s/ Xxxxx X. Xxxxx
                                   -----------------------------------
                                   Name:  Xxxxx X. Xxxxx
                                   Title: Senior Vice President