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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
HENRIQUES ADOLFO
 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, TN 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)
Amount (A) or (D) Price
Common Stock 12/31/2004   J(1) 37.124 A $ 0 640.124 I By 401(k)
Common Stock 12/31/2004   J(2) 13.313 A $ 0 693.313 I By ESOP
Common Stock             68,973 D  
Common Stock             338 I By Spouse/Child(ren)
Common Stock             675 I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 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) 52,858.08     (3)   (3) Common Stock
52,858.08
$ 0 80,730.08
D
 
Stock Option $ 31.29           10/14/2001 10/14/2008 Common Stock
13,350
  13,350
D
 
Stock Option $ 26.17           07/01/2004 12/16/2009 Common Stock
45,000
  45,000
D
 
Stock Option $ 22.92           12/20/2003 12/20/2010 Common Stock
40,000
  40,000
D
 
Stock Option $ 33.32           03/17/2005 12/20/2010 Common Stock
17,721
  17,721
D
 
Stock Option $ 25.59           07/01/2004 10/10/2011 Common Stock
112,500
  112,500
D
 
Stock Option $ 33.82             (4) 10/15/2011 Common Stock
90,000
  90,000
D
 
Stock Option $ 24.81           07/01/2004 10/08/2012 Common Stock
125,000
  125,000
D
 
Stock Option $ 33.48           07/01/2004 10/14/2013 Common Stock
93,750
  93,750
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENRIQUES ADOLFO
P.O. BOX 387
MEMPHIS, TN 38147		       Group CEO  

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.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.