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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 * AUSTIN ALBERT M   2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [RF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6685 POPLAR AVE., STE. 200 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2005 (Street) GERMANTOWN, TN 38138 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               10,500 I By Acorn Hill Co. Common Stock               821 I By Austin Trust, Art. VI Common Stock               2,426 I By Austin, Austin & Todd Common Stock               1,500 I By HR-10 Common Stock               750 I By Mackinac Investment Co. Common Stock               2,250 I By Manitou Investment Co. Common Stock               399 I By Spouse Common Stock               573 I Cust. Acct. Albert M. Austin, III, Ttee (1) Common Stock               43,307 D

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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 Following Reported Transaction(s) (Instr. 4)

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

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units (DDSIP)

(2)

02/22/2005

A

563

(2)

(2)

Common Stock

563

$ 33.17

563

D

Stock Option

$ 25.59

07/01/2004

10/10/2011

Common Stock

7,800

7,800

D

Stock Option

$ 29.91

01/02/2002

01/02/2012

Common Stock

900

900

D

Stock Option

$ 24.81

07/01/2004

10/08/2012

Common Stock

8,400

8,400

D

Stock Option

$ 33.48

10/14/2003

10/14/2013

Common Stock

6,200

6,200

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
AUSTIN ALBERT M 6685 POPLAR AVE., STE. 200 GERMANTOWN, TN 38138	X

Signatures

By: Ronald C. Jackson		02/23/2005
**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)	Custody Account for Albert M. Austin, III, Trustee under the Will of Elizabeth J. Humphrey
(2)	The reported phantom stock units were acquired under Regions' Directors Deferred Stock Investment Plan.

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