Harry B. Brock Jr. conceded defeat in his proxy battle against the management of Compass Bancshares, bringing the hotly fought and acrimonious contest to a close.

A preliminary report by independent election inspectors confirmed Tuesday that Compass management won 58% of the 34 million shareholder votes cast in the election. CT Corp. of Delaware calculated Mr. Brock's share of the vote at 42%.

Compass, which is based in Birmingham, has 37 million shares outstanding.

The management victory ensures that Compass chairman and CEO D. Paul Jones Jr. will retain his contested board seat and will be joined on the 12-man board by two other management-supported directors: Charles W. Daniel, a current director, and physician George W. Hansberry.

Mr. Brock had attempted to persuade shareholders to support his own three nominees in order to gain control of the board and then sell the company to an out-of-state acquirer.

Mr. Brock, who will remain on the Compass board until the spring of 1997, pledged his support to Mr. Jones, who plans to keep the bank independent for now. "I'm not going to be a stumbling block," Mr. Brock said.

"The majority of shares want to stay independent," he added. "But down the road, they might change their minds."

Mr. Brock, who founded Compass in 1963, did somewhat better than expected in the final tally. Mr. Jones had predicted a 2-to-1 margin of victory at the April 11 shareholders' meeting.

"Another week and it could have made the difference," said Mr. Brock, who credited Compass bank presidents in local markets with rallying shareholders to management's side.

Compass will present CT Corp.'s final report at a special shareholders' meeting next month.

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