Edgar Filing: UPCHURCH SAMUEL E JR

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 ^*

UPCHURCH SAMUEL E JR

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 10247

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

(Street)

BIRMINGHAM,Â ALÂ 352020247

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	Â	Â	Â	Â	Â	Â	144,384	D	Â

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 (401k)

12/31/2004

J⁽¹⁾

2,492

Â ⁽¹⁾

Common Stock

2,492

$ 0

35,320

Stock Option

$ 18.17

01/03/1997

01/03/2006

Common Stock

12,346

Stock Option

$ 31.39

10/09/1998

10/09/2007

Common Stock

4,876

Stock Option

$ 33.48

04/09/1999

04/09/2008

Common Stock

13,889

Stock Option

$ 28.88

08/30/2000

08/30/2009

Common Stock

13,889

Stock Option

$ 25.66

02/19/2004

02/19/2010

Common Stock

24,692

Stock Option

$ 25.66

02/19/2005

02/19/2010

Common Stock

12,346

Stock Option

$ 25.66

02/19/2006

02/19/2010

Common Stock

12,346

Stock Option

$ 16.28

03/15/2001

03/15/2010

Common Stock

18,519

Stock Option

$ 22.6

01/16/2002

01/16/2011

Common Stock

12,346

Stock Option

$ 22.6

01/16/2003

01/16/2011

Common Stock

6,173

Stock Option

$ 22.6

01/16/2004

01/16/2011

Common Stock

6,173

Stock Option

$ 28.17

Â ⁽²⁾

04/21/2011

Common Stock

111,114

Stock Option

$ 33.82

Â ⁽³⁾

10/15/2011

Common Stock

90,000

Stock Option

$ 25.02

01/22/2003

01/22/2012

Common Stock

15,433

Stock Option

$ 25.02

01/22/2004

01/22/2012

Common Stock

7,716

Stock Option

$ 25.02

01/22/2005

01/22/2012

Common Stock

7,716

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
UPCHURCH SAMUEL E JR P O BOX 10247 BIRMINGHAM,Â ALÂ 352020247	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)	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.

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.