SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PRESSLEY KIRK

(Last)

(First)

(Middle)

15 SOUTH 20TH STREET

(Street)

BIRMINGHAM

35233

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPASS BANCSHARES INC [ CBSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/07/2007		D		8,586.9774	D	⁽¹⁾	0	D
Common Stock	09/07/2007		D		1,305.15	D	⁽¹⁾	0	I	By ESOP/401(k) plan
Common Stock	09/07/2007		D		89.881	D	⁽¹⁾	0	I	By SmartInvestor Retirement Plan

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$56.07	09/07/2007		D			2,607	06/01/2009	05/31/2016	Common Stock	2,607	$12.04⁽²⁾	0	D
Employee Stock Option (right to buy)	$60.98	09/07/2007		D			2,820	02/01/2010	01/31/2017	Common Stock	2,820	$7.13⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Transaction Agreement, dated as of February 16, 2007, between Compass Bancshares, Inc. ("Compass") and Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") governing the acquisition of Compass by BBVA (the "Transaction"). Upon completion of the Transaction on September 7, 2007, each outstanding share of Compass common stock was converted into the right to receive either 2.8 BBVA American Depositary Shares ("ADSs") or $71.82 in cash, subject to election and proration, in accordance with the Transaction Agreement. The closing price of BBVA ADSs on the New York Stock Exchange on September 7, 2007 was $22.40.

2. This option was cancelled in connection with the Transaction in exchange for the right to receive cash equal to the excess of $68.11 (the blended cash/BBVA ADS value received for each share of Compass common stock in the Transaction) over the exercise price of the option, multiplied by the number of shares subject to such option immediately prior to the completion of the Transaction.

Remarks:

	Jerry W. Powell, as attorney-in-fact	09/11/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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