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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GORDON DAVID C   2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [RF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP Operations Grp (Last) (First) (Middle) P.O. BOX 511 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2004 (Street) MONTGOMERY, AL 36101 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 12/15/2004   X   11,421 A $ 22.603 69,091.198 D   Common Stock 12/15/2004   F   8,622 D $ 35.185 60,469.198 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 22.6

12/15/2004

X

11,421

01/16/2002

01/16/2011

Common Stock

11,421

$ 20.6

925

D

Stock Option

$ 28.88

08/30/2000

08/30/2009

Common Stock

13,889

13,889

D

Stock Option

$ 25.66

02/19/2004

02/19/2010

Common Stock

24,692

24,692

D

Stock Option

$ 25.66

02/19/2005

02/19/2010

Common Stock

12,346

12,346

D

Stock Option

$ 25.66

02/19/2006

02/19/2010

Common Stock

12,346

12,346

D

Stock Option

$ 22.6

01/16/2003

01/16/2011

Common Stock

6,173

6,173

D

Stock Option

$ 22.6

01/16/2004

01/16/2011

Common Stock

6,173

6,173

D

Stock Option

$ 28.17

(2)

04/21/2011

Common Stock

61,730

61,730

D

Stock Option

$ 33.82

(3)

10/15/2011

Common Stock

65,000

65,000

D

Stock Option

$ 25.02

01/22/2003

01/22/2012

Common Stock

15,433

15,433

D

Stock Option

$ 25.02

01/22/2004

01/22/2012

Common Stock

7,716

7,716

D

Stock Option

$ 25.02

01/22/2005

01/22/2012

Common Stock

7,716

7,716

D

Phantom Stock Units (401k)

$ 0 (1)

(1)

(1)

Common Stock

4,209

4,209

D

Stock Option

$ 31.39

10/09/1998

10/09/2007

Common Stock

4,875

4,875

D

Stock Option

$ 33.48

04/09/1999

04/09/2008

Common Stock

13,889

13,889

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GORDON DAVID C P.O. BOX 511 MONTGOMERY, AL 36101			EVP Operations Grp

Signatures

By: Ronald C. Jackson		12/16/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported phantom stock units were acquired under Regions' benefit plans.
(2)	The option becomes exercisable in three equal installments on April 21, 2005, 2006 and 2007.
(3)	The option becomes exercisable in two equal installments on October 15, 2006 and 2007.

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