Edgar Filing: SCHENCK STEVE J

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

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

SCHENCK STEVE J

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)
Group CEO

(Last)

(First)

(Middle)

P.O. BOX 387

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

(Street)

MEMPHIS,Â TNÂ 38147

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

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/31/2004	Â	J⁽¹⁾	130.858	A	$ 0	4,008.858	I	By 401(k)
Common Stock	12/31/2004	Â	J⁽²⁾	13.027	A	$ 0	683.027	I	By ESOP
Common Stock	Â	Â	Â	Â	Â	Â	63,154	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units (UPC Deferred Comp.)

12/31/2004

J⁽³⁾

37,315.19

Â ⁽³⁾

Common Stock

37,315.19

$ 0

40,054.19

Stock Option

$ 26.17

07/01/2004

12/16/2009

Common Stock

13,875

Stock Option

$ 31.17

10/25/2002

12/20/2010

Common Stock

7,283

Stock Option

$ 27.98

07/01/2004

01/23/2013

Common Stock

854

Stock Option

$ 32.04

07/01/2004

07/24/2013

Common Stock

1,540

Stock Option

$ 33.48

07/01/2004

10/14/2013

Common Stock

93,750

Stock Option

$ 31.98

07/01/2004

01/26/2014

Common Stock

1,904

Stock Option

$ 27.98

07/24/2003

12/20/2010

Common Stock

9,848

Stock Option

$ 32.04

01/24/2004

12/20/2010

Common Stock

9,874

Stock Option

$ 31.98

07/01/2004

12/20/2010

Common Stock

12,470

Stock Option

$ 25.59

10/10/2002

10/10/2011

Common Stock

112,500

Stock Option

$ 33.82

Â ⁽⁴⁾

10/15/2011

Common Stock

90,000

Stock Option

$ 24.81

07/01/2004

10/08/2012

Common Stock

125,000

Stock Option

$ 22.92

12/20/2001

12/20/2010

Common Stock

10,837

Stock Option

$ 30

07/01/2004

03/05/2009

Common Stock

12,000

Stock Option

$ 27.38

10/26/2002

10/26/2009

Common Stock

8,625

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHENCK STEVE J P.O. BOX 387 MEMPHIS,Â TNÂ 38147	Â	Â	Â Group CEO	Â

Signatures

By: Ronald C. Jackson		12/31/2004
^**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)	Stock purchased through the 401(k) plan
(2)	Stock purchased through the ESOP
(3)	The reported phantom stock units were acquired under the Union Planters Corp. Deferred Compensation Plan for Executives.
(4)	The option becomes exercisable in two equal installments on October 15, 2006 and 2007.

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