Table of Contents

Table of Contents

~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~Pursuant ~~REPORT~~to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofFebruary 11, ~~1934~~2004

~~Date~~ ofREGIONS ~~Report~~FINANCIAL ~~(Date of earliest event reported):~~CORPORATION ~~January 22, 2003~~

~~REGIONS~~(Exact ~~FINANCIAL~~name ~~CORPORATION~~of registrant as specified in its charter)

(Exact Name of Company as specified in its charter)


Delaware	0-6159	63-0589368

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	Delaware
417 North 20th Street, Birmingham, Alabama	35203
	(State of Incorporation)
(Address of principal executive offices)	(Zip code)
0-6159		63-0589368
(Commission File Number)		(IRS Employer
		Identification Number)

~~417 North 20th Street, Birmingham, Alabama 35203~~ (~~Address of Principal Executive Offices~~205) 944-1300

(Registrant’s telephone number, including area code)

~~Company’s~~ITEM ~~telephone~~7. ~~number,~~FINANCIAL ~~including~~STATEMENTS ~~area~~AND ~~code:~~EXHIBITS. ~~(205) 944-1300~~

~~TABLE~~ (c) Exhibits. OFThe ~~CONTENTS~~exhibits listed in the exhibit index are furnished pursuant to Regulation FD as a part of this current report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

	ITEM 5. OTHER EVENTS.
	ITEM 9. REGULATION FD DISCLOSURE.
SIGNATURES
INDEX TO EXHIBITS
EX-99.1 JOINT PRESS RELEASE, DATED JAN. 23, 2004
EX-99.2 JOINT INVESTOR PRESENTATION, DATED 1/23/04
EX-99.3 TRANSCRIPT OF REMARKS, DATED JAN. 23, 2004
EX-99.4 LETTER FROM THE CHAIRMAN, PRESIDENT & CEO
EX-99.5 EMAIL MESSAGE, DATED JAN. 23, 2004
EX-99.6 TRANSCRIPT OF A PRE-RECORDED PHONE MESSAGE
EX-99.7 INTRANET MESSAGE OF THE CHAIRMAN
EX-99.8 MERGER Q&A FOR ASSOCIATES

ITEM 9. REGULATION FD DISCLOSURE

~~Table~~ In accordance with general instruction B.2. of ~~Contents~~Form 8-K, the following information is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

~~ITEM~~ Representatives of 5the Registrant have scheduled meetings with institutional investors during the month of February, 2004. ~~OTHER~~ ~~EVENTS~~The same visual presentation is expected to be used during each meeting.

On A ~~January 23,~~copy ~~2004,~~of ~~Regions Financial Corporation, a Delaware corporation (~~the ~~“Company”),~~visual ~~and~~presentation ~~Union~~is ~~Planters~~being ~~Corporation,~~furnished ~~a Tennessee corporation (“Union Planters”), announced that they had entered into a definitive Agreement and Plan of Merger, dated~~ as ~~of January~~Exhibit ~~22, 2004 (the “Merger Agreement”)~~99. ~~Pursuant~~1 to ~~the~~this ~~Merger Agreement~~report, ~~the Company and Union Planters will each be~~ ~~merged~~substantially ~~with~~in ~~and~~the ~~into~~form aintended ~~newly-formed holding company~~ to be ~~organized~~used. ~~under Delaware law (“Newco”), with Newco as the surviving entity~~Exhibit 99.1 ~~Upon the~~is ~~completion~~incorporated ~~of the transactions contemplated~~ by ~~the~~reference ~~Merger~~under ~~Agreement,~~this ~~each share of the Company’s common stock issued and outstanding will be converted into the right to receive 1~~Item 9.~~2346~~ ~~shares~~Such ofvisual ~~Newco common stock, and each share of Union~~presentation ~~Planters’~~materials ~~common~~also ~~stock issued and outstanding~~ will be ~~converted~~available ~~into~~on ~~the right to receive 1 share of Newco common stock. The combined enterprise will be known as~~ Regions’ ~~Financial~~Web ~~Corporation~~site ~~from and after the closing~~at www.regions.com.

~~The Merger Agreement has been approved by the Boards of Directors of the~~SIGNATURE ~~Company and Union Planters, and is subject to customary closing conditions,~~ ~~including regulatory and stockholders’ approvals. Completion of the~~ ~~transactions is expected to occur, subject to such closing conditions, in mid-2004.~~

~~ITEM~~ Pursuant ~~9. REGULATION~~to FDthe ~~DISCLOSURE~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On January 23, 2004, the Company and Union Planters issued a joint press release announcing that they had entered into the Merger Agreement. This press release is furnished herewith as Exhibit 99.1.


	REGIONS FINANCIAL CORPORATION (Registrant)

	By:	/s/ Ronald C. Jackson

		Ronald C. Jackson Senior Vice President and Comptroller

Date: February 11, 2004

~~Furnished~~INDEX ~~herewith~~TO ~~as Exhibits 99.2 and 99.3, respectively, are the slides~~EXHIBITS ~~used in connection with a joint presentation of the Company and Union Planters~~ ~~to investors on January 23, 2004, as well as a transcript of the remarks of~~ ~~Carl E. Jones, Jr., Chairman of the Board, President, and Chief Executive Officer of the Company, on January 23, 2004 with respect to the transactions.~~

Also furnished herewith as Exhibits 99.4, 99.5 and 99.6, respectively, are a letter, an email message and a transcript of a pre-recorded phone message, in each case from Carl E. Jones, Jr., Chairman of the Board, President, and Chief Executive Officer of the Company to the employees of the Company and dated or sent, as the case may be, January 23, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIONS FINANCIAL CORPORATION By: /s/ Carl E. Jones, Jr. Name: Carl E. Jones, Jr. Title: Chairman of the Board, President, and Chief Executive Officer

Date: January 23, 2004

INDEX TO EXHIBITS

Exhibit No.		Exhibit
99.1		Joint press release of the Company and Union Planters Corporation dated January 23, 2004.
99.2		Joint investor presentation of the Company and Union Planters Corporation dated January 23, 2004.
99.3		Transcript of the remarks of the Chairman of the Board, President, and Chief Executive Officer of the Company on January 23, 2004.
99.4		Letter of the Chairman of the Board, President, and Chief Executive Officer of the Company to the employees of the Company dated January 23, 2004.
99.5		Email message of the Chairman of the Board, President, and Chief Executive Officer of the Company to the employees of the Company dated January 23, 2004.
99.6		Transcript of a pre-recorded phone message of the Chairman of the Board, President, and Chief Executive Officer of the Company to the employees of the Company on January 23, 2004.
99.7		Intranet message of the Chairman of the Board, President, and Chief Executive Officer of the Company to the employees of the Company.
99.8		Merger questions and answers for associates

Sequential

Exhibit

Page No.

Visual materials for Registrant’s use in presentations to investors.

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