UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 1, 2004

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

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

417 North 20th Street, Birmingham, Alabama 35203

(Address of principal executive offices) (Zip Code)

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


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Effective on July 1, 2004, each of Regions Financial Corporation ("Regions") and Union Planters Corporation ("Union Planters"), merged into a new company, New Regions Financial Corporation ("New Regions"), pursuant to the Agreement and Plan of Merger dated as of January 22, 2004, by and between Regions and Union Planters (the "Agreement") (the "Merger"). New Regions, which is the surviving corporation in the Merger, was renamed "Regions Financial Corporation" immediately following completion of the Merger. As a result of the Merger, each share of Regions common stock was converted into the right to receive 1.2346 shares of New Regions' common stock and each share of Union Planters common stock was converted into the right to receive one share of New Regions common stock.

The issuance of New Regions' common stock in the merger was registered under the Securities Act of 1933, as amended, pursuant to New Regions' registration statement on Form S-4 (File No. 333-113154) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") and declared effective on April 29, 2004. The joint proxy statement/prospectus of Regions and Union Planters included in the Registration Statement contains additional information about the transaction and is incorporated by reference herein.

The common stock, par value $.01 per share, of New Regions is deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to subsections (c) and (d) of Rule 12g-3 promulgated under the Exchange Act. New Regions' common stock has been approved for listing on the New York Stock Exchange and will trade under the ticker symbol "RF." The description of New Regions common stock set forth under the caption "Description of New Regions' Capital Stock" in the joint proxy statement/prospectus included in the Registration Statement is incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Pursuant to Item 7(a)(4) of Form 8-K, historical financial statements of Union Planters Corporation required by this Item 7(a) will be filed by amendment to this Form 8-K as soon as practical, and in any case not later than 60 days after the date that this report was required to be filed.

(b) Pro forma financial information.

Pursuant to Items 7(b)(2) and 7(a)(4) of Form 8-K, unaudited pro forma financial information required by this Item 7(b) will be filed by amendment to this Form 8-K as soon as practical, and in any case not later than 60 days after the date that this report was required to be filed.

(c) Exhibits.

The exhibits listed in the exhibit index are included as exhibits to this current report on Form 8-K.


SIGNATURES

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

                                       By: /s/ Ronald C. Jackson
                                          -------------------------------------
                                          Ronald C. Jackson
                                          Senior Vice President and Comptroller

Date:   July 1, 2004


EXHIBIT INDEX

2.1 Agreement and Plan of Merger, dated as of January 22, 2004, by and between Regions Financial Corporation and Union Planters Corporation, incorporated by reference to Annex A of the joint proxy statement/prospectus dated April 29, 2004, included in the registration statement on Form S-4 of New Regions Financial Corporation (Registration No. 333-113154).

99.1 Press Release dated July 1, 2004.


EXHIBIT 99.1

MEDIA CONTACTS: INVESTOR RELATIONS CONTACT:
Kristi Lamont Ellis Jenifer M. Goforth Regions Financial Corp. Regions Financial Corp. 205/326-7179 205/244-2823 kristi.ellis@regions.com jenifer.goforth@regions.com

JULY 1, 2004

REGIONS AND UNION PLANTERS COMPLETE MERGER;
INTEGRATION WILL PROGRESS SMOOTHLY, SAYS CHAIRMAN

BIRMINGHAM, ALA. - Regions Financial Corp. and Union Planters Corp. formally completed their merger at 12:01 a.m. Thursday, July 1, 2004, creating the new Regions Financial Corporation, which will trade under the ticker symbol RF on the New York Stock Exchange beginning today.

"Today is the first day in the history of the new Regions," said Regions Chairman and Chief Executive Officer Carl E. Jones Jr. "We are bringing together two strong traditions of community focus and customer service for the benefit of our shareholders, associates and customers, and are proud to do so.

"Now that we are legally unified, our many hours of merger planning can be translated into action," Jones said. "We are focused on our customers, and this is reflected in the methodical and deliberate timing of the integration of our various areas of operations.

"Thanks to our comprehensive planning effort, we feel confident that our integration will progress smoothly from the beginning," he said.

In one of the new company's first integration activities, it will immediately offer its some 5 million customers access to the combined Regions-Union Planters 1,700-ATM network for cash withdrawals and balance inquiries. Regions will begin conversion of major Union Planters bank operating systems in early 2005. As merger integration progresses, conversion of Union Planters banking offices and other operations will occur gradually through 2006, with plans to notify customers in advance of any changes that may affect their banking relationships. New Web site pages, accessible via links on the home pages of www.regions.com and www.unionplanters.com, already offer some merger-related information for customers, including a comprehensive list of frequently asked questions.

In other integration activities, accounts held by Union Planters' former investment division will be transferred over the course of this month to new accounts set up at Morgan Keegan & Company Inc., Regions' investment and securities brokerage, trust and asset management division. Clients will receive a final statement in August recapping


July activity, and a new Morgan Keegan statement in early September. All Union Planters investment executives have been asked to join Morgan Keegan and to continue to work with their existing clients. The trust operations of the new company - which reaches across 15 states in the South, Midwest and Texas - will immediately operate under the shared trade name Regions Morgan Keegan Trust.

Finally, the company's primary mortgage arm, Regions Mortgage, will be headquartered in Memphis, Tenn., effective immediately, and expects to begin major systems conversions in the fall.

Regions, now with 1,400 branches and more than 145 brokerage offices, enjoys a strong market position in the combined mid-South region of Alabama, Arkansas, Georgia, Louisiana, Mississippi and Tennessee, and has meaningful positions in surrounding high-growth markets with significant opportunity for investment. The new company has more than $80 billion in assets and a market capitalization of approximately $14 billion.

Regions' new President and CEO-designate Jackson W. Moore, who was chairman, president and CEO of Union Planters, marked the merger close by commending the company's employees and shareholders.

"An amazing amount of effort has gone into preparing us for this day and for the many opportunities we have in front of us to provide excellent quality service and an expanded array of financial solutions to our customers," Moore said. "I am proud of our associates and shareholders for embracing this merger and making it happen.

"As Carl said, this is a new chapter in the rich history of both companies, and we are privileged to be able to help write it," he said.

ABOUT REGIONS FINANCIAL CORPORATION
Regions Financial Corporation (NYSE: RF), headquartered in Birmingham, Ala., is a full-service provider of retail and commercial banking, securities brokerage, mortgage, and insurance products and services. With its merger with former Union Planters Corp. complete, Regions has some $80 billion in assets, making it one of the nation's Top 15 financial services providers. Regions' banking subsidiaries, Regions Bank and Union Planters Bank, operate some 1,400 offices and a 1,700-ATM network across a 15-state geographic footprint in the South, Midwest and Texas. Its investment and securities brokerage, trust and asset management division, Morgan Keegan & Company Inc., provides services from more than 145 offices. Additional information about the new Regions, which is a member of both the Forbes and Fortune 500 and operates one of the Top 20 mortgage companies in the United States, can be found at www.regions.com.

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