<SUBMISSION>
<ACCESSION-NUMBER>0001281761-04-000112
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040816
<ITEMS>5.02
<ITEMS>5.03
<ITEMS>9.01
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<CONFORMED-NAME>REGIONS FINANCIAL CORP
<CIK>0001281761
<ASSIGNED-SIC>6021
<IRS-NUMBER>630589368
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILM-NUMBER>041220851
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<STREET1>417 N 20TH ST
<CITY>BIRMINGHAM
<STATE>AL
<ZIP>35202
<PHONE>205-944-1300
</BUSINESS-ADDRESS>
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<STREET1>417 N 20TH ST
<CITY>BIRMINGHAM
<STATE>AL
<ZIP>35202
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<FORMER-CONFORMED-NAME>NEW REGIONS FINANCIAL CORP
<DATE-CHANGED>20040225
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<FILENAME>rf8k1216.txt
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported): December 16, 2004


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

    Delaware                        0-6159                      63-0589368
----------------                -------------              -------------------
(State or other                  (Commission                 (IRS Employer
jurisdiction of                  File Number)              Identification No.)
incorporation)

    417 North 20th Street, Birmingham, Alabama               35203
   --------------------------------------------           -----------
     (Address of principal executive offices)             (Zip code)

                                 (205) 944-1300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
          OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     On December 21, 2004, registrant received a letter dated December 17,
2004, from director Jon W. Rotenstreich in which Mr. Rotenstreich
communicated his resignation as a director to be effective January 1, 2005.


ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
          CHANGE IN FISCAL YEAR.

     Effective as of December 16, 2004, the registrant's board of directors
amended Article III, Section 10(A) of the bylaws.

     Article III, Section 10(A) is a special, temporary provision relating
to the size and composition of the board of directors applicable during the
period from July 1, 2004 through June 30, 2007.  The provision was adopted
pursuant to the merger agreement dated January 22, 2004, which governed the
combination of Union Planters Corporation and former Regions Financial
Corporation.

     Prior to this amendment, Section 10(A) generally provided that for the
period of three years following the merger, the board of directors will consist
of 26 members.

     This amendment applies to the period from the annual meeting in 2005
through June 30, 2007.  For such period, it removes the requirement that the
board of directors consist of 26 members, and provides instead that the number
of directors shall be fixed, from time to time, by resolutions adopted by the
board of directors, and shall not be less than three persons.  This amendment
also clarifies that after June 30, 2007, Article III, Section 10 of the bylaws
shall have no further force or effect.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits. The exhibit listed in the exhibit index is filed as a
part of this current report on Form 8-K.



                                     SIGNATURE

         Pursuant to the 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.

                                 REGIONS FINANCIAL CORPORATION
                                        (Registrant)



                                 By: /s/ Ronald C. Jackson

                                      Ronald C. Jackson
                                      Senior Vice President and Comptroller

Date: December 22, 2004





                                INDEX TO EXHIBITS

Sequential
 Exhibit                                                           Page No.
----------                                                        ----------

    3.1       Amendment to Article III, Section 10(A) of the bylaws.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>rfex3-11216.txt
<TEXT>
                                                         Exhibit 3.1

Article III, Section 10(A) of the bylaws of Regions Financial Corporation is
deleted in its entirety and replaced by the following:

(A)    Effective as of the Effective Time (as defined in the Agreement and
Plan of Merger, dated as of January 22, 2004, by and between Regions
Financial Corporation ("Regions") and Union Planters Corporation ("Union
Planters"), as the same may be amended from time to time (the "Merger
Agreement")), through the annual meeting of stockholders in 2005, the Board
of Directors of the Corporation shall be comprised of 26 directors, of which
thirteen shall be former members of the Board of Directors of Regions chosen
by Regions (the "Former Regions Directors") and thirteen of which shall be
former members of the Board of Directors of Union Planters chosen by Union
Planters (the "Former Union Planters Directors") and the Former Regions
Directors and the Former Union Planters Directors shall be apportioned among
the three classes of the Board of Directors in a manner as nearly equal as
possible. From and after the Effective Time through June 30, 2007, all
vacancies on the Board of Directors of the Corporation created by the
cessation of service of a Former Regions Director shall be filled by a
nominee proposed to the nominating committee of the Board of Directors of the
Corporation by a majority of the remaining Former Regions Directors, and all
vacancies on the Board of Directors of the Corporation created by the
cessation of service of a Former Union Planters Director shall be filled by a
nominee proposed to the nominating committee of the Board of Directors of the
Corporation by a majority of the remaining Former Union Planters Directors,
and all directors so nominated and appointed or elected to the Board of
Directors of the Corporation by the Former Regions Directors shall be
considered "Former Regions Directors" for purposes of this Section 10 and all
directors so nominated and appointed or elected to the Board of Directors of
the Corporation by the Former Union Planters Directors shall be considered
"Former Union Planters Directors" for purposes of this Section 10. Effective
as of the annual meeting of stockholders in 2005, the number of directors
which shall constitute the whole Board of Directors of the Corporation shall
be fixed, from time to time, by resolutions adopted by the Board of Directors
of the Corporation, and shall not be less than three persons.  After June 30,
2007, this section 10 shall have no further force or effect.

</TEXT>
</DOCUMENT>
</SUBMISSION>
