1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO ___________

COMMISSION FILE NUMBER 0-2610

ZIONS BANCORPORATION
(Exact name of Registrant as specified in its charter)

UTAH 87-0227400
(State of other jurisdiction of (Internal Revenue Service Employer
incorporation or organization) Identification Number)

ONE SOUTH MAIN, SUITE 1380
SALT LAKE CITY, UTAH 84111
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (801) 524-4787

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK - WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [ ]

Aggregate Market Value of Common Stock Held by Nonaffiliates at February 26, 1999.................. $ 4,362,248,000

Number of Common Shares Outstanding at February 26, 1999 ........................................... 78,752,711 Shares

DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF 1998 ANNUAL REPORT TO SHAREHOLDERS - INCORPORATED INTO PARTS I, II
AND IV

PORTIONS OF PROXY STATEMENT FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS -
INCORPORATED INTO PART III
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FORM 10-K/A CROSS-REFERENCE INDEX

Page
---------------------------------------------------------
Form Annual
10-K/A Report (1)

PART I
Item 1. Business
Description of Business 3-7 2-80
Statistical Disclosure:
Distribution of Assets,
Liabilities and
Stockholder's Equity;
Interest Rates and
Interest Differential - 12-15
Investment Portfolio - 18-20, 43-44, 52-54
Loan Portfolio - 21-22, 44-45, 54-55
Summary of Loan Loss Experience - 27-29, 44-45, 54-55
Deposits - 13-14, 23, 56
Return on Equity and Assets - 1, 9
Short-Term Borrowings - 57
Item 2. Properties 8 -
Item 3. Legal Proceedings - 61
Item 4. Submission of Matters to a Vote of Security-
Holders (in fourth quarter 1998) (3) - -
Executive Officers of the Registrant 8-9 -

PART II

Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters 9 1
Item 6. Selected Financial Data - 1, 36
Item 7. Management's Discussion and Analysis of Finan-
cial Condition and Results of Operations - 9-36
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk - 30-34
Item 8. Financial Statements and Supplementary Data - 37-80
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure (3) - -

PART III

Item 10. Directors and Executive Officers of the
Registrant - -
Item 11. Executive Compensation - -
Item 12. Security Ownership of Certain Beneficial
Owners and Management - -
Item 13. Certain Relationships and Related Transactions - -

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10-13 37-80

Signatures 14 -

- ---------------------------------------------------------------

(1) The 1998 Annual Report to Shareholders, portions of which are
incorporated by reference into this Form 10-K/A.

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SIGNIFICANT FINANCIAL AND ACCOUNTING DEVELOPMENT

As a result of a recent interpretation by the Securities and Exchange Commission
Staff regarding the treatment of share repurchases under Staff Accounting
Bulletin 96, the Company has decided to restate the presentation of 8 of 13
business combinations, consummated during 1998 and 1997, as purchases rather
than as poolings of interests as previously reported.

As a result of the foregoing, the Company's 1996, 1997, and 1998 consolidated
financial statements have been restated from amounts previously reported.

For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, Zions Bancorporation has amended
and restated in its entirety each item of the 1998 Form 10-K which has been
affected by the Restatement. In order to preserve the nature and character of
the disclosures set forth in such items as originally filed, no attempt has been
made in this Form 10-K/A to modify or update such disclosures except as required
to reflect the effects of the Restatement.

BUSINESS

DESCRIPTION OF BUSINESS

Zions Bancorporation is a multibank holding company organized under the laws of
Utah in 1955, and registered under the Bank Holding Company Act of 1956, as
amended. Zions Bancorporation and Subsidiaries (the Company) owns and operates
six commercial banks with a total of 333 offices. The Company provides a full
range of banking and related services through its banking and other
subsidiaries, primarily in Utah, Idaho, California, Colorado, Arizona, Nevada
and Washington. On December 31, 1998 the Company had total assets of
approximately $17.0 billion, loans of $10.6 billion, deposits of $13.3 billion
and shareholders' equity of $1.4 billion. Active full-time equivalent employees
totaled 6,793 at year-end 1998. For further information about the Company's
industry segments see the Business Segment Results section of the 1998 Annual
Report to Shareholders.

GROWTH

In 1998, the Company experienced unprecedented merger activity with the
completion of 12 bank acquisitions in 3 states. The most significant acquisition
during the year was the purchase of The Sumitomo Bank of California with total
assets of approximately $4.5 billion. The Sumitomo Bank of California and First
Pacific National Bank, also acquired during 1998, were merged with the Company's
Grossmont Bank subsidiary which was renamed California Bank & Trust. The
resulting bank is the sixth largest commercial banking organization in
California with approximately $6 billion in total assets and 71 offices
throughout the state.

The Company also significantly expanded its operations in Colorado building on
the acquisition of Aspen Bancshares in 1997. Acquisitions in Colorado during
1998 included Vectra Banking Corporation located in Denver and eight small banks
which expanded the Company's operations into the Colorado Springs area,
Steamboat Springs and the San Luis Valley in Southern Colorado.

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Another acquisition completed during 1998 was The Commerce Bank of Washington
with total assets of approximately $300 million. The Commerce Bank of Washington
is based in Seattle and focuses on serving the needs of small and medium-sized
businesses in the Puget Sound area.

For further information about merger activities during the year see the 1998
Annual Report to Shareholders.

PRODUCTS AND SERVICES

The Company focuses on maintaining community-minded banking by strengthening its
core business lines of retail banking, small and medium-sized business lending,
residential mortgage and investment activities. The banks provide a wide variety
of commercial and retail banking and mortgage-lending financial services.
Commercial loans, lease financing, cash management, lockbox, customized draft
processing, and other special financial services are provided for business and
other commercial banking customers. A wide range of personal banking services
are provided to individuals, including bankcard, student and other installment
loans and home equity lines of credit, checking accounts, savings accounts, time
certificates of various types and maturities, trust services, safe deposit
facilities, direct deposit and 24 hour ATM access. Zions First National Bank
also provides services to key segments through its Women's Financial, Private
Banking and Executive Banking Groups.

In addition to these core businesses, the Company has built specialized lines of
business in capital markets and public finance. The Company is the only primary
dealer in U.S. Treasury securities headquartered west of the Mississippi River.
It has pioneered the online trading of government securities through its
websites, which display live, executable quotes to financial institutions and
money managers nationwide. The Company's combined public finance operations
constitute one of the largest municipal finance advisory firms in the country
and ranked ninth in the Securities Data Corporation's listing of the nation's
top 100 municipal advisors.

The Company is also a leader in U.S. Small Business Administration ("SBA")
lending. Through Zions Small Business Finance division, the Company provides SBA
7(a) loans to small businesses throughout the United States. The Company's SBA
504 group works with Certified Development Companies and correspondent banks to
provide the nation's largest source of secondary market financing for this loan
program. The Company also owns nearly a 20 percent equity interest in the
Federal Agricultural Mortgage Corporation ("Farmer Mac") and originates and
sells qualified loans to Farmer Mac through its cash window program.

The Company is developing a reputation as one of the industry's real innovators
in providing customer solutions in the new world of electronic commerce. Digital
Signature Trust Company ("DST"), a subsidiary of Zions First National Bank,
became the first banking organization in the nation to be authorized by federal
regulators to serve as a "certification authority," issuing digital certificates
used to establish with certainty the identity and credentials of parties to
transactions over networks such as the Internet. The Company has also developed
an Internet presence for conducting retail banking business, including a
Web-based bill payment system. The Company's banking subsidiaries will also
introduce additional on-line capabilities over the next year.

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OTHER NONBANKING SUBSIDIARIES

The Company conducts various other bank-related business activities through
subsidiaries of Zions First National Bank and the Parent. Zions Credit
Corporation, a subsidiary of Zions First National Bank, engages in lease
origination and servicing operations primarily in Utah, Nevada, and Arizona.
Zions Investment Securities, Inc., also a subsidiary of the Bank, provides
discount investment brokerage services on a nonadvisory basis to both commercial
and consumer customers. Personal investment officers employed by this discount
brokerage subsidiary provide customers with a wide range of investment products,
including municipal bond, mutual funds and tax-deferred annuities. Zions First
National Bank's Wasatch Venture Corporation provides early-stage capital,
primarily for technology companies located in the West. Zions Life Insurance
Company underwrites, as reinsurer, credit-related life and disability insurance.
Zions Insurance Agency, Inc. operates an insurance brokerage business, which
administers various credit-related insurance programs in the Company's
subsidiaries and sells general lines of insurance. Zions Management Services
Company provides administrative, data processing, and other services to other
subsidiaries of the Company.

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COMPETITION

Zions Bancorporation and its subsidiaries operate in a highly competitive
environment due to the diverse financial services and products they offer.
Competitors include not only other banks, thrift institutions, credit unions,
and mutual funds, but also, insurance companies, finance companies, brokerage
firms, investment banking companies, and a variety of other financial services
and advisory companies. Many of these competitors are not subject to the same
regulatory restrictions as the Company. Most of these unregulated competitors
compete across geographic boundaries and provide customers increasing access to
meaningful alternatives to banking services in many significant products. These
competitive trends are likely to continue.

SUPERVISION AND REGULATION

Zion Bancorporation is a bank holding company within the meaning of the Bank
Holding Company Act (the "Act") and is registered as such with the Federal
Reserve Board. The Company is required to file reports of its operations with
the Board of Governors of the Federal Reserve System and is subject to
examination by it. Under the Act, the Company is restricted as to the activities
in which it may engage and the nature of any company which it controls or holds
more than 5% of the voting stock. Generally, allowable activities are those
which are determined by the Federal Reserve Board to be closely related to
banking and a proper incident thereto. Additionally under the Act, prior
approval by the Board of Governors is required for a bank holding company to
acquire substantially all the assets of any domestic bank or savings association
or the ownership or control of more than 5% of its voting shares.

Under the Riegle-Neal Interstate Branching and Efficiency Act of 1994, bank
holding companies which are adequately capitalized and managed are permitted to
acquire control of a bank located outside the bank holding company's home state
subject to certain limitations. The merger of commonly owned banks in different
states is also permitted except in states that have passed legislation to
prohibit such mergers. The statute also permits banks to establish branches
outside their home state in states that pass legislation to permit branch
banking.

The Federal Reserve Board has established risk-based capital guidelines for bank
holding companies. The Comptroller of the Currency (OCC), the Federal Deposit
Insurance Corporation (FDIC) and the Federal Reserve Board have also issued
regulations establishing capital requirements for banks under federal law.
Failure to meet capital requirements could subject the Company and its
subsidiary banks to a variety of restrictions and enforcement remedies. See Note
17 of Notes to Consolidated Financial Statements in the 1998 Annual Report to
Shareholders for information regarding risk-based capital requirements.

The Company's banking subsidiaries are also subject to various requirements and
restrictions in the laws of the U.S. and the states in which the banks operate.
These include restrictions on the amount of loans to a borrower and its
affiliates, the nature and amount of their investments, their ability to act as
an underwriter of securities, the opening of branches and the acquisition of
other banks or savings associations. The subsidiary banks are under the
supervision of, and are subject to periodic examination by, the OCC or the
respective state banking departments, and are subject to the rules and
regulations of the OCC, the Board of Governors of the Federal Reserve System and
the FDIC. They are also subject to certain laws of each state in which such
banks are located.

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Dividends payable by the subsidiary banks to Zions Bancorporation are subject to
various legal and regulatory restrictions. These restrictions and the amount
available for the payment of dividends at year-end are summarized in Note 17 of
Notes to Consolidated Financial Statements in the 1998 Annual Report to
Shareholders.

The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") provides that a holding company's controlled insured depository
institutions are liable for any loss incurred by the FDIC in connection with the
default of any FDIC-assisted transaction involving an affiliated insured bank or
savings association.

The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
prescribes standards for safety and soundness of insured banks. These standards
relate to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, as well as other operational and management standards deemed
appropriate by the agencies.

The Community Reinvestment Act ("CRA") requires banks to help serve the credit
needs in their communities, including credit to low and moderate income
individuals and geographies. Should the Company or its subsidiaries fail to
adequately serve the community, there are penalties which might be imposed
including denials of applications to expand branches, relocate, add subsidiaries
and affiliates and merge with or purchase other financial institutions.

Regulators and Congress continue to enact rules, laws, and policies to regulate
the industry and protect consumers. The nature of these regulations and the
effect of such policies on future business and earnings of the Company cannot be
predicted.

GOVERNMENT MONETARY POLICIES

The earnings and business of the Company are affected not only by general
economic conditions, but also by fiscal and other policies adopted by various
governmental authorities. The Company is particularly affected by the policies
of the Federal Reserve Board which affects the national supply of bank credit.
The instruments of monetary policy available to the Federal Reserve Board
include open-market operations in United States government securities;
manipulation of the discount rates of member bank borrowings; imposing or
changing reserve requirements against member bank deposits; and imposing or
changing reserve requirements against certain borrowings by banks and their
affiliates. These methods are used in varying combinations to influence the
overall growth of bank loans, investments and deposits, and the interest rates
charged on loans or paid for deposits.

In view of the changing conditions in the economy and the effect of the credit
policies of monetary authorities, it is difficult to predict future changes in
loan demand, deposit levels and interest rates, or their effect on the business
and earnings of the Company. Federal Reserve monetary policies have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future.

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PROPERTIES

Zions First National Bank operates 132 branches, of which 67 are owned by the
Company and 65 are on leased premises. For Vectra Bank Colorado, 32 of 53
branches are owned and the remaining 21 branches are on leased premises.
California Bank & Trust owns 22 of their 71 branches and leases the remaining 49
branch premises. Nevada State Bank operates 43 branches, of which 13 are owned
and 30 are on leased premises. In Arizona, 13 of 33 branches are owned and the
remaining 20 branches are on leased premises. In Washington, The Commerce Bank
of Washington operates 1 branch on leased premises. The annual rentals under
long-term leases for such banking premises are determined under various formulas
and include as various factors, operating costs, maintenance and taxes. The
Company's subsidiaries conducting lease financing, insurance, and discount
brokerage activities operate from leased premises.

For information regarding rental payments, see Note 12 of Notes to Consolidated
Financial Statements in the 1998 Annual Report to Shareholders.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages, positions, and backgrounds of the Company's executive officers
as of February 26, 1999 are set forth as follows:

Positions and Offices Held With
Individual Zions Bancorporation and Principal Subsidiaries Officer Since Age
- ---------- ----------------------------------------------- ------------- ---

Roy W. Simmons Chairman of the Company; Member of the Board of Directors of 1961 83
Zions First National Bank; prior to January 1998, Chairman of
Zions First National Bank.

Harris H. Simmons President and Chief Executive Officer of the Company; 1981 44
Chairman of Zions First National Bank; prior to January 1998,
President and Chief Executive Officer of Zions First National
Bank.

A. Scott Anderson Executive Vice President of the Company; President and Chief 1997(1) 52
Executive Officer of Zions First National Bank; prior to
January 1998, Executive Vice President of Zions First
National Bank.

Danne L. Buchanan Executive Vice President of the Company; prior to March 1995, 1995 41
Senior Vice President and General Manager of Zions Data
Services Company.

Gerald J. Dent Executive Vice President of the Company; Executive Vice 1987 57
President of Zions First National Bank.

Dale M. Gibbons Executive Vice President, Chief Financial Officer and 1996 38
Secretary of the Company; Executive Vice President and
Secretary of Zions First National Bank; prior to August 1996,
Senior Vice President of First Interstate Bancorp.

John J. Gisi Senior Vice President of the Company; Chairman and 1994 53
Chief Executive Officer of National Bank of Arizona.

James C. Hawkanson Senior Vice President of the Company; Managing Director and 1998 55
Chief Executive Officer of The Commerce Bank of Washington.

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W. David Hemingway Executive Vice President of the Company; Executive Vice 1997(2) 51
President of Zions First National Bank.

Clark B. Hinckley Senior Vice President of the Company; prior to March 1994, 1994 51
President of Zions First National Bank of Arizona.

George Hofmann III Senior Vice President of the Company; President and Chief 1995 49
Executive Officer of Nevada State Bank; prior to April 1995,
Senior Vice President of Zions First National Bank.

Gary S. Judd Senior Vice President of the Company; President and Chief 1998 58
Executive Officer of Vectra Bank Colorado.

Robert G. Sarver Executive Vice President of the Company; Chairman and Chief 1998(3) 37
Executive Officer of California Bank & Trust; prior to 1995,
President of National Bank of Arizona.

Nolan X. Bellon Controller of the Company; prior to June 1998, Controller of 1987 50
Zions First National Bank.

(1) Officer of Zions First National Bank since 1990.

(2) Officer of Zions First National Bank since 1977.

(3) Member of the Board of Directors since 1994.

MARKET FOR REGISTRANT'S COMMON EQUITY
AND STOCKHOLDER MATTERS

Nasdaq: ZION

High and low quarterly stock prices:

1998 1997
--------------------------- ---------------------------
HIGH LOW HIGH LOW
---- --- ---- ---

1st Quarter $55.69 $39.56 $33.25 $25.69
2nd Quarter 54.00 48.06 37.63 28.38
3rd Quarter 57.25 38.38 41.13 34.69
4th Quarter 62.38 39.13 46.00 37.63

As of February 26, 1999, there were 6,191 common shareholders of the Company's
stock.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements, Schedules, and Exhibits:

(1) The consolidated financial statements and related notes and the
Independent Auditor's Report that appear on pages 37 through 80 of the
1998 Annual Report to Shareholders are incorporated herein by
reference.

(2) The Financial Statement Schedules are omitted because conditions
requiring their filing do not exist.

(3) Exhibits Index:

Exhibit
Number Description
------ -----------

3.1 Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated *
by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.

3.2 Restated Bylaws of Zions Bancorporation, dated November 8, 1993, incorporated by Reference to *
Exhibit 3.2 of Form S-4 filed November 22, 1993.

3.3 Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated *
April 30, 1997, incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended
June 30, 1997.

3.4 Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated *
April 24, 1998, incorporated by reference to Exhibit 3 of Form 10-Q for the quarter ended
June 30, 1998.

3.5 Amendment to the Restated Bylaws of Zions Bancorporation, dated September 18, 1998, *
incorporated by reference to Exhibit 3 of Form 10-Q for the quarter ended September 30, 1998.

4 Shareholder Protection Rights Agreement, dated September 27, 1996, incorporated by reference to *
Exhibit 1 of Form 8-K filed October 12, 1996.

10.1 Amended and Restated Zions Bancorporation Pension Plan, incorporated by reference to Exhibit 10.1 of *
Form 10-K for the year ended December 31, 1994.

10.2 Amendment to Zions Bancorporation Pension Plan effective December 1, 1994, incorporated by reference *
to Exhibit 10.2 of Form 10-K for the year ended December 31, 1994.

10.3 Zions Bancorporation Supplemental Retirement Plan Form, incorporated by reference to Exhibit 19.4 of *
Form 10-Q for the quarter ended September 30, 1985.

10.4 Zions Bancorporation Key Employee Incentive Stock Option Plan dated April 28, 1982, incorporated by *
reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 1995.

10.5 Amendment No. 1 to Zions Bancorporation Key Employee Incentive Stock Option plan dated April 27, *
1990, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 1995.

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10.6 Amendment No. 2 to Zions Bancorporation Key Employee Incentive Stock Option plan dated *
April 28, 1995, incorporated by reference to Exhibit 10.3 of From 10-Q for the quarter ended
June 30, 1995.

10.7 Amendment No. 3 to Zions Bancorporation Key Employee Incentive Stock Option plan dated *
April 24, 1998, incorporated by reference to Exhibit 10 of Form 10-Q for the quarter ended
June 30, 1998.

10.8 Zions Bancorporation Deferred Compensation Plan for Directors, as amended May 1, 1991, incorporated *
by reference to Exhibit 19 of Form 10-K for the year ended December 31, 1991.

10.9 Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1994-1997, incorporated by *
reference to Exhibit 10.9 of Form 10-K for the year ended December 31, 1994.

10.10 Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1995-1998, incorporated by *
reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 1995.

10.11 Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1996-1999, incorporated by *
reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 1996

10.12 Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1997-2000, incorporated by *
reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 1997.

10.13 Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.10 *
of Form 10-K for the year ended December 31, 1994.

10.14 Employment Agreement between Zions Bancorporation and Mr. John Gisi, incorporated by reference to *
Exhibit 10.13 of Form 10-K for the year ended December 31, 1995.

10.15 Zions Bancorporation Non-Employee Directors Stock Option Plan dated April 26, 1996, incorporated by *
reference to Exhibit 10 of Form 10-Q for the quarter ended June 30, 1996.

10.16 Zions Bancorporation Pension Plan amended and restated effective April 1, 1997, Incorporated by *
reference to Exhibit 10 of Form 10-Q for the quarter ended March 31, 1997.

10.17 Stock Option Agreement between Zions Bancorporation and W. David Hemingway dated April 13, 1983, *
incorporated by reference to Exhibit 4.8 of Form S-8 filed March 10, 1999.

10.18 Amended Stock Option Agreement between Zions Bancorporation and W. David Hemingway dated *
January 31, 1991, incorporated by reference to Exhibit 4.9 of Form S-8 Filed March 10, 1999

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10.19 Shareholder Agreement, dated October 1, 1998, among Zions Bancorporation, The Robert G. Sarver *
Separate Property Trust dated September 29, 1997 and CBT Holdings, incorporated by reference to
Exhibit 10.1 of Form 8-K filed October 14, 1998.

10.20 Loan Agreement, dated October 1, 1998, between Zions Bancorporation and The Robert G. Sarver *
Separate Property Trust dated September 29, 1997, incorporated by reference to Exhibit 10.2 of
Form 8-K filed October 14, 1998.

10.21 Employment Agreement, dated October 1, 1998, between Grossmont Bank and Robert Sarver, incorporated *
by reference to Exhibit 10.3 of Form 8-K filed October 14, 1998.

10.22 Promissory Note, dated October 1, 1998, by The Robert G. Sarver Separate Property Trust dated *
September 29, 1997 in favor of Zions Bancorporation, incorporated by reference to Exhibit 10.4 of
Form 8-K filed October 14, 1998.

10.23 Zions Bancorporation Senior Management Value Sharing Plan, Award Period 1998-2001 (filed)

13 1998 Annual Report to Shareholders, pages 1 through 73 (filed)

21 List of subsidiaries of Zions Bancorporation (filed)

23 Consent of KPMG LLP, independent certified public accountants (filed)

27.1 Article 9 Financial Data Schedule for the year ended December 31, 1998 (filed)

27.2 Article 9 Restated Financial Data Schedule for the year ended December 31, 1997 (filed)

27.3 Article 9 Restated Financial Data Schedule for the year ended December 31, 1996 (filed)

99.1 Form 11-K Annual Report of Zions Bancorporation Employee Stock Savings Plan (filed)

99.2 Form 11-K Annual Report of Zions Bancorporation Employee Investment Savings Plan (filed)

- -----------------------
*incorporated by reference

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(b) Zions Bancorporation filed the following reports on Form 8-K during the
quarter ended December 31, 1998;

1) Filed December 10, 1998 (Item 7), amending the 8-K filed on October
14, 1998 which announced the consummation of the acquisition of The
Sumitomo Bank of California ("Sumitomo"). This amendment contained
Sumitomo's financial statements for the period ending June 30, 1998
as well as a pro forma Balance Sheet as of June 30, 1998 and pro
forma Income Statement for the year ended December 31, 1997 and the
six months ended June 30, 1998.

2) Filed October 14, 1998 (Item 2), announcing the consummation of the
acquisition of The Sumitomo Bank of California by Zions
Bancorporation.

Zions Bancorporation's Annual Report on Form 10-K/A for the year ended December
31, 1998, at the time of filing with the Securities and Exchange Commission,
shall modify and supersede all documents filed prior to January 1, 1999 pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934 for purposes
of an offers or sales of any securities after the date of such filing pursuant
to any Registration Statement or Prospectus filed pursuant to the Securities Act
of 1933 which incorporates by reference such Annual Report on Form 10-K/A.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

February 16, 2000 ZIONS BANCORPORATION

By /s/ Harris H. Simmons
----------------------------

HARRIS H. SIMMONS, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.

February 16, 2000

/s/ Harris H. Simmons /s/ Dale M. Gibbons
- --------------------------------------------- --------------------------------
HARRIS H. SIMMONS, President, Chief Executive Dale M. Gibbons, Executive Vice
Officer and Director President, Chief Financial
Officer and Secretary

/s/ Roy W. Simmons /s/ Nolan Bellon
- --------------------------------------------- --------------------------------
ROY W. SIMMONS, Chairman and Director NOLAN BELLON, Controller

/s/ Jerry C. Atkin /s/ Robert G. Sarver
- --------------------------------------------- --------------------------------
JERRY C. ATKIN, Director ROBERT G. SARVER, Director

/s/ Grant R. Caldwell /s/ L.E. Simmons
- --------------------------------------------- --------------------------------
GRANT R. CALDWELL, Director L.E. SIMMONS, Director

/s/ R.D. Cash /s/ Shelley Thomas
- --------------------------------------------- --------------------------------
R. D. CASH, Director SHELLEY THOMAS, Director

/s/ Richard H. Madsen /s/ I.J. Wagner
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RICHARD H. MADSEN, Director I.J. WAGNER, Director

/s/ Roger B. Porter
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ROGER B. PORTER, Director