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^*

BOLTWOOD GEORGE M

(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
Officer (give title below)	X	Other (specify below)
		Sr.Exec.VP (Issuer Subsidiary)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2007

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	07/03/2007	07/09/2007	M⁽¹⁾		6,365.354	A	⁽¹⁾	135,411.354	D
Common Stock	07/03/2007	07/09/2007	D⁽¹⁾		6,365.354	D	$69.17	129,046	D
Common Stock								3,441.998	I	By ESOP/401(k) 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)
Phantom Stock Units (Deferred Compensation Plan)	$0⁽²⁾	07/03/2007	07/09/2007	M⁽¹⁾			6,365.354	⁽²⁾	⁽²⁾	Common Stock	6,365.354	⁽¹⁾	0	D

Explanation of Responses:

1. Reflects non-volitional transfer of amounts allocated to the insider's phantom stock account under the issuer's Deferred Compensation Plan into other deemed investment options under the Deferred Compensation Plan upon the issuer's elimination of the issuer's common stock fund as a deemed investment option in the Deferred Compensation Plan. In effecting the intra-plan transfer, each phantom stock unit was deemed to be the economic equivalent of one share of the issuer's common stock.

2. The phantom stock units were acquired under the issuer's Deferred Compensation Plan. Each unit represented the right to receive the cash value of one share of the issuer's common stock upon the reporting person's retirement or the occurrence of other events, including termination of employment, death, unforeseeable emergency or change in control of the issuer. Subject to the terms of the plan, the reporting person was permitted to transfer amounts allocated to his phantom stock account into an alternative investment option at any time.

Remarks:

	Jerry W. Powell, as attorney-in-fact	07/10/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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