<page>

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 10-Q

         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTER ENDED JUNE 30, 2001       COMMISSION FILE NUMBER
                                                            0-6159


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



            DELAWARE                                   63-0589368
   (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)         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




(Former name, former address and former fiscal year, if changed
    since last report)



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to the filing requirements for at least
the past 90 days.


                  YES    X          NO



Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.

   Common Stock, $.625 Par Value-227,687,383 shares outstanding
                        as of July 31, 2001

<page>

                 REGIONS FINANCIAL CORPORATION

                             INDEX



                                                         Page Number

 PART I.  FINANCIAL INFORMATION


 Item 1.  Financial Statements (Unaudited)


          Consolidated Statements of Condition -
          June 30, 2001, December 31, 2000
          and June 30, 2000                                    2


          Consolidated Statements of Income -
          Six months ended June 30, 2001 and
          June 30, 2000                                        3

          Consolidated Statement of Stockholders' Equity -
          Six months ended June 30, 2001                       4


          Consolidated Statements of Cash Flows -
          Six months ended June 30, 2001 and
          June 30, 2000                                        5


          Notes to Consolidated Financial Statements -
          June 30, 2001                                        6




 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations       12

 Item 3.  Qualitative and Quantitative Disclosures
          about Market Risk                                   23

 PART II. OTHER INFORMATION

 Item 4.  Submission of Matters to a Vote of Security
          Holders                                             23

 Item 6.  Exhibits and Reports on Form 8-K                    23


 SIGNATURES                                                   24

<page>

            REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CONDITION
               (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)

<table>

				   <c>		<c>		<c>
                                     June 30     December 31     June 30
                                      2001         2000		   2000
ASSETS
Cash and due from banks            $ 1,053,195	$ 1,210,872	$ 1,140,766
Interest-bearing deposits in other
 banks                                 906,987	      3,246	      2,202
Investment securities			32,745	  3,539,202	  3,626,457
Securities available for sale	     7,680,342	  5,454,969	  5,619,226
Trading account assets		       554,059       13,437          18,652
Mortgage loans held for sale	       601,838	    222,902	    356,801
Federal funds sold and securities
 purchased under agreement to
 resell				       345,598	     95,550	     72,108
Margin receivables		       550,749		 -0-		 -0-
Loans				    31,057,354	 31,472,656	 30,479,546
Unearned income			       (94,401)	    (96,193)	    (88,556)
 Loans, net of unearned income	    30,962,953	 31,376,463	 30,390,990
Allowance for loan losses	      (384,324)	   (376,508)	   (363,475)
 Net Loans			    30,578,629	 30,999,955	 30,027,515
Premises and equipment		       621,792	    598,632	    588,697
Interest receivable		       291,590	    349,637	    326,815
Due from customers on acceptances	69,679	    107,912	     53,969
Other assets			     1,851,886	  1,091,979	  1,068,306
                                   $45,139,089	$43,688,293	$42,901,514
LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits:
 Non-interest-bearing		   $ 4,650,209	$ 4,512,883	$ 4,573,881
 Interest-bearing		    26,509,073	 27,509,608	 27,935,020
  Total Deposits		    31,159,282	 32,022,491	 32,508,901
Borrowed funds:
 Short-term borrowings:
  Federal funds purchased and
  securities sold under agreement
  to repurchase			     1,939,036	  1,996,812	  2,630,399
  Commercial paper			27,750	     27,750	     36,750
  Other short-term borrowings	     2,392,543	  1,108,580	  1,816,220
   Total Short-term Borrowings	     4,359,329	  3,133,142	  4,483,369
 Long-term borrowings		     4,936,855	  4,478,027	  2,370,148
   Total Borrowed Funds		     9,296,184	  7,611,169	  6,853,517
Bank acceptances outstanding		69,679	    107,912	     53,969
Other liabilities		       787,584	    488,777	    297,692
   Total Liabilities		    41,312,729	 40,230,349	 39,714,079
Stockholders' Equity:
 Preferred Stock, par value $1.00
  a share:
  Authorized 5,000,000 shares		    -0-		 -0-		 -0-
 Common Stock, par value $.625 a
  share:
  Authorized 500,000,000 shares,
  issued, including treasury stock,
  229,133,874; 222,567,831; and
  222,445,291 shares, respectively     143,209	    139,105	    139,028
 Surplus			     1,227,186	  1,058,733	  1,056,452
 Undivided profits		     2,446,779	  2,333,285	  2,196,513
 Treasury stock, at cost-
  1,500,000; 2,798,813;
  and 3,350,000 shares,
  respectively			       (43,398)	    (67,135)	    (73,941)
 Unearned restricted stock	       (13,899)	     (6,952)	     (8,088)
 Accumulated other comprehensive
  income (loss)				66,483		908	   (122,529)
   Total Stockholders' Equity	     3,826,360	  3,457,944	  3,187,435
                                   $45,139,089	$43,688,293	$42,901,514
</table>
See notes to consolidated financial statements.

<page>

	         REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
            (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

<table>

						<c>		<c>		<c>		<c>

                                      		Three Months Ended		  Six Months Ended
                                           	      June 30                 		June 30
                                       		2001		2000		2001		2000
Interest Income:
  Interest and fees on loans			$634,945	$633,868	$1,296,516	$1,236,825
  Interest on securities:
    Taxable interest income	      		 110,720	 137,104	   237,802	   292,171
    Tax-exempt interest income	       		  10,510	  10,325	    20,788	    20,486
    Total Interest on Securities		 121,230	 147,429	   258,590	   312,657
  Interest on mortgage loans held for sale	  11,391	   9,329	    18,247	    19,642
  Interest on margin receivables		   7,811	      -0-	     7,811		-0-
  Income on federal funds sold and securities
    purchased under agreement to resell		   7,461	   1,370	     7,983	     2,499
  Interest on time deposits in other banks	   4,859	     184	     5,629	       377
  Interest on trading account assets		   6,723	     407	     6,912	       816
    Total Interest Income			 794,420	 792,587	 1,601,688	 1,572,816

Interest Expense:
  Interest on deposits				 306,065	 342,894	   644,172	   662,071
  Interest on short-term borrowings		  57,952	  64,422	   106,760	   142,378
  Interest on long-term borrowings		  79,251	  36,580	   152,470	    65,560
    Total Interest Expense			 443,268	 443,896	   903,402	   870,009
    Net Interest Income				 351,152	 348,691	   698,286	   702,807

Provision for loan losses			  28,990	  27,804	    57,490	    56,981
    Net Interest Income After
      Provision for Loan Losses			 322,162	 320,887	   640,796	   645,826

Non-Interest Income:
  Brokerage and investment banking		 117,660	   9,547	   127,990	    20,719
  Trust department income			  15,098	  14,059	    30,084	    28,110
  Service charges on deposit accounts		  66,939	  57,542	   130,212	   110,950
  Mortgage servicing and origination fees	  24,431	  21,539	    45,631	    43,495
  Securities gains (losses)			      (7)	      67	       467	   (39,951)
  Other						  44,905	  34,896	    83,412	   141,119
    Total Non-Interest Income			 269,026	 137,650	   417,796	   304,442

Non-Interest Expense:
  Salaries and employee benefits		 251,223	 146,244	   410,614	   293,497
  Net occupancy expense				  22,468	  16,811	    40,976	    32,669
  Furniture and equipment expense		  22,557	  17,320	    40,284	    34,317
  Other						 133,118	  92,412	   232,213	   183,439
    Total Non-Interest Expense			 429,366	 272,787	   724,087	   543,922
    Income Before Income Taxes			 161,822	 185,750	   334,505	   406,346
Applicable income taxes				  49,023	  60,457	    98,954	   135,048
    Net Income					$112,799	$125,293	  $235,551	  $271,298
Average number of shares outstanding		 227,603	 220,264	   221,273	   220,782
Average number of shares outstanding-diluted	 230,422	 221,426	   223,573	   221,987
Per share:
  Net income					   $0.50	   $0.57	     $1.06	     $1.23
  Net income-diluted				   $0.49	   $0.57	     $1.05	     $1.22
  Cash dividends declared			   $0.28	   $0.27	     $0.56	     $0.54

</table>
See notes to consolidated financial statements.

<page>

                 REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       (AMOUNTS IN THOUSANDS) (UNAUDITED)

<table>

				<c>	  <c>		<c>	     <c>	   <c>		<c>		<c>
												Accumulated
                                                                       		   Unearned   	Other
                                 Common           	Undivided     Treasury	   Restricted 	Comprehensive
                                  Stock     Surplus	Profits   	Stock      Stock     	Income		Total
BALANCE AT JANUARY 1, 2001	$139,105  $1,058,733	$2,333,285   $ (67,135)    $ (6,952)	$    908	$3,457,944
Comprehensive Income:
  Net Income						   235,551						   235,551
  Other comprehensive income,
   net of tax
    Unrealized gains on available
     for sale securities, net of
     reclassification adjustment								  65,575	    65,575
  Comprehensive income*					   235,551				  65,575           301,126
Cash dividends declared
 ($0.56 per common share)				  (122,057)						  (122,057)
Purchase of treasury stock					      (399,246)					  (399,246)
Retirement of treasury stock      (9,173)   (413,810)		       422,983						-0-
Common stock transactions:
  Stock issued for acquisitions	  12,754     567,554								   580,308
  Stock options exercised	     326       5,993								     6,319
  Stock issued to employees
   under incentive plan		     197       8,716				    (8,929)			       (16)
  Amortization of unearned
   restricted stock								     1,982			     1,982
BALANCE AT JUNE 30, 2001	$143,209  $1,227,186	$2,446,779   $ (43,398)	  $(13,899)	 $66,483	$3,826,360


Disclosure of reclassification amount:
Unrealized holding gains on
 available for sale securities
 arising during period								   		 $69,907
Less: Reclassification adjustment,
 net of tax, for gains and losses
 realized in net income								       		     304
Net unrealized gains on  available
 for sale securities, net of tax						   		 $69,603
FAS 133 other comprehensive loss						    		  (4,028)
  Comprehensive income								   		 $65,575

</table>

*Comprehensive income as of June 30, 2000 was $283.9 million.

See notes to consolidated financial statements.

<page>

            REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF CASH FLOWS
               (DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)

<table>

						<c>		<c>
                                                  Six Months Ended
                                                      June 30
						2001		2000
Operating Activities:
  Net income					$  235,551	$  271,298

  Adjustments to reconcile net cash (used)
  provided by operating activities
   (Gain) on sale of credit card portfolio		-0-	   (67,220)
   Depreciation and amortization of premises
    and equipment				    32,893	    30,762
   Provision for loan losses			    57,490	    56,981
   Net (accretion) of securities		    (3,214)	    (1,670)
   Amortization of loans and other assets	    48,640	    38,566
   Amortization of deposits and borrowings	       469	       242
   Provision for losses on other real estate	       860	       463
   Deferred income taxes			     5,693	   (15,382)
   (Gain) on sale of premises and equipment	    (2,773)	      (661)
   Realized securities (gains) losses		      (467)	    39,951
   Decrease (increase) in trading account assets    49,376	    (4,109)
   (Increase) decrease in mortgages held for
     sale					  (378,936)	   210,330
   (Increase) in margin receivables		   (27,631)		-0-
   Decrease (increase) in interest receivable	    58,176	   (16,677)
   (Increase) in other assets			  (122,250)	  (100,181)
   Increase in other liabilities		    20,789	    91,969
   Stock issued to employees				-0-	     3,088
   Other					     1,982	     1,303
       Net Cash (Used) Provided By Operating
	Activities				   (23,352)	   539,053

Investing Activities:
  Net decrease (increase) in loans		   363,510	(2,328,638)
  Proceeds from sale of credit card portfolio		-0-	   344,785
  Proceeds from sale of securities available for
   sale						    11,444	 1,141,059
  Proceeds from maturity of investment
   securities					   152,706	   491,566
  Proceeds from maturity of securities available
   for sale					 2,940,435	   480,629
  Purchase of investment securities		   (20,101)	   (62,970)
  Purchase of securities available for sale	(1,654,999)	  (369,823)
  Net (increase) decrease in interest-bearing
   deposits in other banks			  (361,741)	    12,143
  Proceeds from sale of premises and equipment	    21,889	    14,484
  Purchase of premises and equipment		   (41,383)	   (45,298)
  Net increase in customers' acceptance
   liability					    38,233	    18,129
  Acquisitions net of cash acquired		   (92,811)	    69,269
       Net Cash Provided (Used) By Investing
        Activities				 1,357,182	  (234,665)

Financing Activities:
  Net (decrease) increase in deposits		  (863,678)	 2,180,567
  Net (decrease) in short-term borrowings	  (274,740)	(3,141,616)
  Proceeds from long-term borrowings		 1,143,490	 1,193,040
  Payments on long-term borrowings		  (693,314)	  (573,753)
  Net (decrease) in bank acceptance liability	   (38,233)	   (18,129)
  Cash dividends				  (122,057)	  (118,994)
  Purchase of treasury stock			  (399,246)	   (73,941)
  Proceeds from exercise of stock options	     6,319	     1,816
       Net Cash (Used) By Financing Activities	(1,241,459)	  (551,010)
       Increase (decrease) in Cash and Cash
        Equivalents				    92,371	  (246,622)
Cash and Cash Equivalents, Beginning of Period	 1,306,422	 1,459,496

       Cash and Cash Equivalents, End of Period	$1,398,793	$1,212,874

</table>

See notes to consolidated financial statements.

<page>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           JUNE 30, 2001



NOTE A -- Basis of Presentation

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q,
and, therefore, do not include all information and footnotes
necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with accounting
principles generally accepted in the United States. For a summary
of significant accounting policies that have been consistently
followed, see NOTE A to the Consolidated Financial Statements
included under Item 8 of the Annual Report on Form 10-K.  It is
management's opinion that all adjustments, consisting of only
normal and recurring items necessary for a fair presentation, have
been included.

Certain amounts in prior periods have been reclassified to conform
to the current period presentation.


NOTE B -- Pending Acquisitions

Regions' pending acquisition is summarized in the following table.
This transaction is expected to be accounted for as purchases and
are subject to applicable shareholder and regulatory approval.

                                                            Expected
                                                           Number of
                                                           Shares of
                                                           Regions to
                Approximate                                    be
                 Asset Size       Type of      Exchange    issued(1)
 Institution   (in millions)   Consideration    Ratio      (in 000's)

Park Meridian
Financial
Corporation of                    Regions
Charlotte,                        Common
North Carolina      $284           Stock         0.55        1,527

First
Bancshares of                     Regions
Texas, Inc. of                    Common
Houston, Texas      $147           Stock         .589        1,024

(1) - Based on the number of shares of outstanding stock of the
institution as of the announcement date.


NOTE C -- New Accounting Standards

In September 2000, the FASB issued Statement of Financial
Accounting Standards No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities"
(Statement 140) that replaces, in its entirety, Statement of
Financial Accounting Standards No. 125. Statement 140 provides
guidance for determining whether a liability has been
extinguished. Statement 140 also provides guidance for accounting
for servicing of financial assets, the receipt or pledging of
collateral, and requires certain disclosures. Statement 140 is
effective for transfers occurring after March 31, 2001. The impact
of Statement 140 was not material to the financial statements for
the quarter ended June 30, 2001.

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" and Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets". Statement 141 prohibits the use of pooling-of-
interests method to account for business combinations initiated
after June 30, 2001. Statement 142 provides guidance for the
amortization of goodwill arising from the use of the purchase
method to account for business combinations. Goodwill arising from
purchase business combinations completed after June 30, 2001, will
not be amortized.  Amortization of goodwill from purchase business
combinations completed prior to July 1, 2001, will not cease until
adoption of Statement 142. The accounting for goodwill and other
intangible assets required under Statement 142 is effective for
fiscal years beginning after December 15, 2001. Regions is
currently evaluating the impact of Statements 141 and 142. If, as
expected, the amortization of excess purchase price is
discontinued, net income would increase approxiamately $.06 per
diluted share for the three months ended June 30, 2001.

NOTE D -- Business Segment Information

Regions' segment information is presented geographically, based on
Regions' three operating regions in the Southeastern United States.
Each region is a strategic business unit that serves a particular
group of customers in a specified area.  The company's three
reportable regions are West, Central, and East.  These regions
represent the company's branch banking functions and have separate
managements that are responsible for the operation of each business
unit. The West region consists of the states of Arkansas, Louisiana,
and east Texas.  The Central region is made up of Alabama and
Tennessee.  The East region comprises Georgia, South Carolina, and
Florida.  In addition, Regions has included the activity of its
treasury, mortgage banking and investment banking divisions. The
treasury division includes the Company's bond portfolio, indirect
mortgage lending division, and other wholesale activities. Mortgage
banking is made up of Regions mortgage subsidiary.  Investment
banking includes all brokerage and investment activities associated
with Morgan Keegan. The reportable segment designated "other"
includes activity of Regions' insurance subsidiaries, the indirect
consumer lending division, and the parent company.

At the end of 2000, Regions implemented a new funds transfer pricing
system affecting the method by which unit banks are reported within
each region.  This methodology is based on duration matched transfer
pricing.  The new system was in place for the first six months of
2001 and will influence comparability with the prior year.

The accounting policies used by each reportable segment are the same
as those discussed in Note A to the Consolidated Financial Statements
included under Item 8 of the Annual Report on Form 10-K.  The
following table presents financial information for each reportable
segment.

Six  months ended June 30, 2001
(in thousands)
                          West      Central       East      Treasury

Net interest income      $180,851    $196,300    $203,348      $51,538
Provision for loan
loss                       12,793      15,037      15,447       11,073
Non-interest income        57,142      69,680      48,617        1,080
Non-interest expense      123,147     118,300     118,134       28,919
Income taxes               38,339      49,790      44,508        4,755

   Net income            $ 63,714     $82,853     $73,876      $ 7,871

Average assets         $7,132,970  $8,436,307  $8,433,757  $16,393,729

(in thousands)          Mortgage   Investment                   Total
                        Banking      Banking       Other       Company

Net interest income       $ 7,953    $  6,584     $ 51,712      $698,286
Provision for loan
loss                        1,066          -0-       2,074        57,490
Non-interest income        67,070     132,840       41,367       417,796
Non-interest expense       56,234     118,591      160,762       724,087
Income taxes                6,632       7,795      (52,865)       98,954

   Net income             $11,091    $ 13,038     $(16,892)     $235,551

Average assets           $830,359  $1,913,718   $1,177,817   $44,318,657


Six  months ended June 30, 2000
(in thousands)
                          West      Central       East      Treasury

Net interest income      $188,021    $215,128    $206,756    $ (3,238)
Provision for loan
loss                       12,453      14,765      14,528      12,112
Non-interest income        47,250      63,607      41,689          50
Non-interest expense      111,462     108,183     109,077      10,433
Income taxes               43,898      61,855      50,162      (9,649)

   Net income            $ 67,458     $93,932     $74,678    $(16,084)

Average assets         $6,756,231  $7,946,015  $7,787,493  $17,446,466

(in thousands)          Mortgage   Investment                   Total
                        Banking      Banking       Other       Company

Net interest income       $ 5,243     $   341     $ 90,556      $702,807
Provision for loan
loss                          663          -0-       2,460        56,981
Non-interest income        67,192      20,723        63,931      304,442
Non-interest expense       53,502      18,663       132,602      543,922
Income taxes                7,111         912      (19,241)      135,048

   Net income             $11,159     $ 1,489       $38,666     $271,298

Average assets           $874,167     $67,991    $1,529,256  $42,407,619

NOTE E -- Derivative Financial Instruments

In June 2000, the FASB issued Statement of Financial Accounting
Standards No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities, an amendment of Statement of
Financial Accounting Standards No. 133" (Statement 138). Statement
of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," (Statement 133)
requires all derivatives to be recorded on the balance sheet at
fair value and establishes "special accounting" for the following
three different types of hedges: hedges of changes in the fair
value of assets, liabilities or firm commitments (referred to as
fair value hedges); hedges of the variable cash flows of
forecasted transactions (cash flow hedges); and hedges of foreign
currency exposures of net investments in foreign operations.
Statement 133, deferred by Statement of Financial Accounting
Standards No. 137, is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000.

Regions maintains positions in derivative financial instruments to
manage interest rate risk, facilitate asset/liability management
strategies, and to alter other risk exposures.  The most common
derivatives are forward rate agreements, interest rate swaps, put
and call options, and interest rate caps and floors.  Regions'
policy is to use derivative contracts to alter its exposure to
interest rate risk.

Regions utilizes certain derivative instruments to hedge the
variable cash flows of forecasted transactions.  To the extent
that the hedge of future cash flows is effective, changes in the
fair value of the derivative are recognized as a component of
other comprehensive income in stockholders' equity.  At June 30,
2001, Regions recognized a $4 million loss in other comprehensive
income related to cash flow hedges.  The Company will amortize a
portion of this loss into earnings over time.  The net gains and
losses, included in other non-interest expense as a result of
hedge ineffectiveness, were not material to the results of
operations for the quarter ended June 30, 2001.

Regions also hedges the changes in fair value of assets or firm
commitments using forward contracts, which represent commitments
to sell money market instruments at a future date at a specified
price or yield.  The contracts are utilized by the Company to
hedge interest rate risk positions associated with the origination
of mortgage loans held for sale.  The Company is subject to the
market risk associated with changes in the value of the underlying
financial instrument as well as the risk that the other party will
fail to perform.  The amount of hedging gains and losses, which is
reflected in other non-interest income, was not material to the
results of operations for the quarter ended June 30, 2001.

The Company also maintains a trading portfolio of interest rate
swap and option contracts with customers and market
counterparties.  The portfolio is used to generate trading profit
and help clients manage interest rate risk positions.
Transactions within the portfolio generally involve the exchange
of fixed and floating rate payments without the exchange of the
underlying principal amounts.  The fair value of the trading
portfolio at June 30, 2001, was not material.

Concurrent to the adoption of Statement of Financial Accounting
Standard No. 133, during the first quarter, Regions reclassified
approximately $3.4 billion of its investment securities to
securities available for sale to provide additional flexibility in
managing its securities portfolio.  The Company reflected a $2.2
million unrealized loss in other comprehensive income associated
with the transfer.

<page>

               Management's Discussion and Analysis
         of Financial Condition and Results of Operations

Regions' total assets at June 30, 2001, were $45.1 billion -- an
increase of 5% over a year earlier and 3% since year-end 2000.
These increases were due primarily to growth in trading account
assets and other assets related to the Morgan Keegan, Inc.
acquisition, partially offset by a decline in the securities
portfolio as maturities from the securities portfolio continue to
be used to reduce short-term funding.

Comparisons with the prior year are affected by the acquisitions
of Heritage Bancorp, Inc., First National Bancshares of Louisiana,
Inc., East Coast Bank Corporation, Rebsamen Insurance, Inc. and
Morgan Keegan, Inc. (accounted for as purchases).  Relevant 2000
and 2001 acquisitions are summarized as follows:

Date                         Headquarters   Total Assets    Accounting
Acquired  Company Acquired   Location       (in thousands)  Treatment

August    Heritage Bancorp,  Hutto, Texas      114,370      Purchase
2000      Inc.

August    First National     Alexandria,       303,793      Purchase
2000      Bancshares of      Louisiana
          Louisiana, Inc.

September East Coast Bank    Ormond Beach,     107,779      Purchase
2000      Corporation        Florida

February  Rebsamen           Little Rock,       32,082      Purchase
2001      Insurance, Inc.    Arkansas

March     Morgan Keegan,     Memphis,        2,008,179      Purchase
2001      Inc.               Tennessee

LOANS

Loans increased 2% over the past 12 months with internal growth
accounting for 1% of the growth and 1% attributable to
acquisitions.  Since year-end, total loans have decreased
slightly.  Declines in real estate mortgage loans were partially
offset by growth in the commercial and industrial category.  The
slower growth rate in loans since year-end is a reflection of the
weakening economy and management initiatives to reduce capital
allocated to lower margin loan products.  The average yield on
loans during the first six months of 2001 was 8.59%, compared to
8.54% during the same period in 2000.

Non-performing assets were as follows (in thousands):

                             June 30,   Dec. 31,  June 30,
                               2001       2000      2000

    Non-accruing loans       $259,291   $197,974  $184,934
    Loans past due 90
     days or more              41,736     35,903    67,388
    Renegotiated loans         14,223     12,372    12,616
    Other real estate          29,257     28,443    16,837

       Total                 $344,507   $274,692  $281,775

    Non-performing assets
     as a percentage of
     loans and other real
     estate                    1.11%       .87%      .93%

Non-accruing loans have increased $74.4 million since June of last
year and $61.3 million since year-end. The increases were
primarily in the commercial and real estate categories. Loans past
due 90 days or more decreased $25.7 million, compared to June
2000, but have increased $5.8 million since year-end.  At June 30,
2001, real estate loans comprised $132.9 million ($74.7 million in
residential) of total non-accruing loans, with commercial loans
accounting for $121.7 million and consumer loans $4.7 million.
Other real estate increased $12.4 million since June 2000 due to
increased foreclosures and parcels added in connection with
acquisitions.

Activity in the allowance for loan losses is summarized as follows
(in thousands):
                                        June 30,    June 30,
                                          2001        2000

    Balance at beginning of period      $376,508    $338,375
    Net loans charged-off:
     Commercial                           30,438       5,653
     Real estate                           2,839       4,042
     Installment                          16,397      24,045

       Total                              49,674      33,740

    Allowance of acquired banks               -0-      1,859

    Provision charged to expense	  57,490      56,981

    Balance at end of period            $384,324    $363,475

Net loan losses in the first six months of 2001 and 2000 were
0.32% and 0.23% of average loans (annualized), respectively.  At
June 30, 2001 the allowance for loan losses stood at 1.24% of
loans, compared to 1.20% a year ago and at year-end. The allowance
for loan losses as a percentage of non-performing loans and
non-performing assets was 122% and 112%, respectively, at June 30,
2001, compared to 137% and 129%, respectively, at June 30, 2000.

The allowance for loan losses is maintained at a level deemed
adequate by management to absorb possible losses from loans in the
portfolio.  In determining the adequacy of the allowance for loan
losses, management considers numerous factors, including but not
limited to: (1) management's estimate of future economic
conditions and the resulting impact on Regions, (2) management's
estimate of the financial condition and liquidity of certain loan
customers, and (3) management's estimate of collateral values of
property securing certain loans.  Because all of these factors and
others involve the use of management's estimation and judgment,
the allowance for loan losses is inherently subject to adjustment
at future dates.  At June 30, 2001, it is management's opinion
that the allowance for loan losses is adequate.  However,
unfavorable changes in the factors used by management to determine
the adequacy of the allowance, including increased loan
delinquencies and subsequent charge-offs, or the availability of
new information, could require additional provisions, in excess of
normal provisions, to the allowance for loan losses in future
periods. No portion of the resulting allowance is in any way
allocated or restricted to any individual loan or group of loans.
The entire allowance is available to absorb losses from any and
all loans.

Regions' provision for loan losses is a reflection of actual
losses experienced during the year and management's judgment as to
the adequacy of the allowance for loan losses.  Some of the
factors considered by management in determining the amount of the
provision and resulting allowance include: (1) detailed reviews of
individual loans; (2) gross and net loan charge-offs in the
current year; (3) the current level of the allowance in relation
to total loans and to historical loss levels; (4) past due and non-
accruing loans; (5) collateral values of properties securing
loans; (6) the composition of the loan portfolio (types of loans);
and (7) management's analysis of economic conditions and the
resulting impact on Regions' loan portfolio.

On loans which are considered impaired, it is Regions' policy to
reverse interest previously accrued on the loan against interest
income. Interest on such loans is thereafter recorded on a "cash
basis" and is included in earnings only when actually received in
cash and when full payment of principal is no longer doubtful.

INVESTMENTS AND OTHER ASSETS

Total securities have declined 17% since June 30, 2000 and 14%
since year-end.  These declines resulted primarily from Regions'
decision to reduce the securities portfolio and reduce short-term
wholesale funding.  Concurrently with the adoption of FASB
Statement of Financial Accounting Standards No. 133, during the
first quarter, Regions reclassified significantly all of its
investment securities to securities available for sale to provide
additional flexibility in managing its securities portfolio.

Mortgage loans held for sale have increased $245 million since
June 30, 2000 and $379 million since year-end as a result of
higher levels of residential mortgage loan production at Regions'
mortgage banking subsidiary. Residential mortgage loan production
at Regions' mortgage banking subsidiary was approximately $1.8
billion during the first six months of 2001, compared to $1.5
billion during the same time period in 2000.

Margin receivables at June 30, 2001 totaled $550.7 million. These
balances were added in connection with the Morgan Keegan
acquisition and represent margin loans to brokerage clients.

Interest-bearing deposits in other banks at June 30, 2001 totaled
$907 million, an increase of $905 million compared to a year ago
and an increase of $904 million compared to year-end.  The Morgan
Keegan acquisition added $472 million to this category of earning
asset with the remainder of the increase attributable to a higher
balances held with the Federal Home Loan Bank.

Premises and equipment have increased $23.2 million since year-end
and $33.1 million since June 30, 2000. These increases were due
primarily to premises and equipment obtained through acquisitions.

Other assets increased $760 million over year-end and $784 million
over the second quarter of last year. These increases were due
primarily to $547.7 million in excess purchase price generated in
the acquisition of Morgan Keegan and Rebsamen.  Other areas of
increase include low income housing investments, prepaid items and
other assets added in connection with the Morgan Keegan
transaction.

DEPOSITS

Total deposits have decreased 4% since June 30 of last year.
Excluding the deposits acquired in connection with acquisitions,
total deposits have decreased 5%. The decline resulted primarily
from decreases in certificates of deposit and other wholesale
deposits. Since year-end, total deposits have decreased 3%.  Core
deposits, which exclude wholesale deposits, declined 5% since June
of last year based on average balances.

BORROWINGS

Net federal funds purchased and security repurchase agreements
totaled $1.6 billion at June 30, 2001, $1.9 billion at year-end
and $2.6 billion at June 30, 2000. The decreases resulted
primarily from the pay down of outstanding federal funds purchased
and security repurchase positions using the proceeds from the
maturities in the securities portfolio and the increased
utilization of long-term borrowings. The level of federal funds
and security repurchase agreements can fluctuate significantly on
a day-to-day basis, depending on funding needs and which sources
of funds are used to satisfy those needs.  During the first six
months of 2001 net funds purchased averaged $1.8 billion compared
to $3.6 billion for the same period of 2000, indicating decreased
reliance on overnight purchased funds as a funding source.

Other short-term borrowings increased $567 million since June 30,
2000 and $1.3 billion since year-end.  These increases are the
result of $977.3 million in due to customer accounts associated
with Morgan Keegan.  Long-term borrowings have increased $459
million since year-end, and $2.6 billion since June 30, 2000.
These increases in long-term borrowings resulted primarily from
Regions' continued utilization of Federal Home Loan Bank
structured notes with call periods in excess of one year, as well
as issuance of $500 million of subordinated debt and $288 million
of trust preferred securities.  A significant portion of the debt
issuance was used to fund the repurchase of treasury stock and
cash payments to satisfy cash payments associated with the first
quarter acquisitions of Morgan Keegan and Rebsamen.

STOCKHOLDERS' EQUITY

Stockholders' equity was $3.8 billion at June 30, 2001, an
increase of 20% over last year and an increase of 11% since year-
end. This increase results from the Company's net stock issuances
in connection with acquisitions.  Accumulated other comprehensive
income (loss) totaled $66.5 million at June 30, 2001, compared to
$908,000 at year-end and $(122.5) million at June of 2000.
Regions' ratio of equity to total assets was 8.48% at June 30,
2001, compared to 7.43% a year ago and 7.92% at year-end.

Regions and its subsidiaries are required to comply with capital
adequacy standards established by banking regulatory agencies.
Currently, there are two basic measures of capital adequacy: a
risk-based measure and a leverage measure.

The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk
profiles among banks and bank holding companies, to account for
off-balance sheet exposure and interest rate risk, and to minimize
disincentives for holding liquid assets.  Assets and off-balance
sheet items are assigned to broad risk categories, each with
specified risk-weighting factors.  The resulting capital ratios
represent capital as a percentage of total risk-weighted assets
and off-balance sheet items.  Banking organizations that are
considered to have excessive interest rate risk exposure are
required to maintain higher levels of capital.

The minimum standard for the ratio of total capital to risk-
weighted assets is 8%.  At least 50% of that capital level must
consist of common equity, undivided profits and non-cumulative
perpetual preferred stock, less goodwill and certain other
intangibles ("Tier 1 capital").  The remainder ("Tier 2 capital")
may consist of a limited amount of other preferred stock,
mandatory convertible securities, subordinated debt and a limited
amount of the allowance for loan losses.  The sum of Tier 1
capital and Tier 2 capital is "total risk-based capital."

The banking regulatory agencies also have adopted regulations
which supplement the risk-based guidelines to include a minimum
ratio of 3% of Tier 1 capital to average assets less goodwill (the
"leverage ratio").  Depending upon the risk profile of the
institution and other factors, the regulatory agencies may require
a leverage ratio of 1% to 2% above the minimum 3% level.

The following chart summarizes the applicable bank regulatory
capital requirements. Regions' capital ratios at June 30, 2001,
substantially exceeded all regulatory requirements.

Bank Regulatory Capital Requirements

                                          Minimum      Regions at
                                         Regulatory     June 30,
                                        Requirement       2001
Tier 1 capital to risk-adjusted assets     4.00%          8.78%
Total risk-based capital to
 risk-adjusted assets                      8.00          12.18
Tier 1 leverage ratio                      3.00           6.69

LIQUIDITY

Regions' primary sources of liquidity are maturities from its loan
and securities portfolios. In addition to these sources of
liquidity, Regions has access to purchased funds in the state and
national money markets. Liquidity is further enhanced by a
relatively stable source of deposits. At June 30, 2001 the loan to
deposit ratio was 99.37%, compared to 93.49% a year ago and 97.98%
at year-end.  Regions' management places constant emphasis on the
maintenance of adequate liquidity to meet conditions that might
reasonably be expected to occur.

NET INTEREST INCOME

Net interest income for the first six months of 2001 decreased
$4.5 million or 1%, compared to the same period in 2000.  The
decreased net interest income resulted from higher funding costs
associated with the subordinated debt and trust preferred
securities issued in the first quarter, partially offset by higher
levels of earning assets.  The net yield on interest-earning
assets (taxable equivalent basis) was 3.63% in the first six
months of 2001 and 2000. For the second quarter of 2001, net
interest income increased slightly compared to the same period in
2000 due to higher levels of earning assets partially offset by
lower spreads on earning assets.

MARKET RISK -- INTEREST RATE SENSITIVITY

Market risk is the risk of loss arising from adverse changes in
the fair value of financial instruments due to a change in
interest rates, exchange rates and equity prices. One of Regions'
primary risks is interest rate risk.
The primary objective of Asset/Liability Management at Regions is
to manage interest rate risk and achieve reasonable stability in
net interest income throughout interest rate cycles. This is
achieved by maintaining the proper balance of rate sensitive
earning assets and rate sensitive liabilities. Off-balance sheet
hedges also provide Regions with a tool to reduce interest rate
sensitivity.  The relationship of rate sensitive earning assets to
rate sensitive liabilities, adjusted for the effect of any off-
balance sheet hedges (interest rate sensitivity), is the principal
factor in projecting the effect that fluctuating interest rates
will have on future net interest income. Rate sensitive earning
assets and interest-bearing liabilities are those that can be
repriced to current market rates within a relatively short time
period. Management monitors the rate sensitivity of earning assets
and interest-bearing liabilities over the entire life of these
instruments, but places particular emphasis on the first year.

Regions has a relatively large base of core deposits that do not
reprice on a contractual basis. These deposit products include
regular savings, interest-bearing transaction accounts and a
portion of money market savings accounts. The rates paid are
typically not directly related to market interest rates, since
management exercises some discretion in adjusting these rates as
market rates change.

In addition, Regions' loan and security portfolios contain fixed-
rate mortgage-related products, including whole loans, mortgage-
backed securities and collateralized mortgage obligations having
amortization and cash flow characteristics that vary with the
level of market interest rates. These earning assets are generally
reported in the non-sensitive category. In fact, a portion of
these earning assets may pay-off within one year or less because
their cash flow characteristics are materially impacted by
mortgage refinancing activity.

Regions uses various tools to monitor and manage interest rate
sensitivity. One of the primary tools used is simulation analysis.
Simulation analysis is the primary method of estimating earnings
at risk under varying interest rate conditions. Simulation
analysis is used to test the sensitivity of Regions' net interest
income to both the level of interest rates and the slope of the
yield curve. Simulation analysis uses a detailed schedule with the
contractual repricing characteristics of interest-earning assets
and interest-bearing liabilities and adds adjustments for the
expected timing and magnitude of asset and liability cash flows,
as well as the expected timing and magnitude of repricings of
deposits that do not reprice on a contractual basis. In addition,
simulation analysis includes adjustments for the lag between
movements in market interest rates and the movement of
administered rates on prime rate loans, interest-bearing
transaction accounts, regular savings and money market savings
accounts. These adjustments are made to reflect more accurately
possible future cash flows, repricing behavior and ultimately net
interest income.

FORWARD-LOOKING STATEMENTS

The following section contains certain forward-looking statements
(as defined in the Private Securities Litigation Reform Act of
1995). These forward-looking statements may involve significant
risk and uncertainties. Although Regions believes that the
expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from the results
discussed in these forward-looking statements.

Management estimates the effect shifts in interest rates may have
upon Regions' net interest income. The following table
demonstrates the expected effect a given interest rate shift would
have on net interest income.

     Change in          $ Change in Net
   Interest Rates       Interest Income     % Change in Net
 (in basis points)      (in thousands)      Interest Income
      +200                $  4,236              .28%
      +100                  13,210              .88
      -100                 (25,045)           (1.67)
      -200                 (97,765)           (6.52)

PROVISION FOR LOAN LOSSES

The provision for loan losses was $57.5 million or .37% annualized
of average loans in the first six months of 2001, compared to
$57.0 million or .39% annualized of average loans in the first six
months of 2000. The provision for loan losses recorded in the
first six months of 2001 was based on management's assessment of
inherent losses associated with the loan portfolio and
management's evaluation of current economic conditions.

NON-INTEREST INCOME

Total non-interest income increased $113.4 million or 37% compared
to the first six months of 2000. On a quarterly basis, total non-
interest income increased $131.4 million or 95% over the second
quarter of 2000.  Brokerage and investment banking income
increased $107.3 million in the first half of 2001 and $108.1
million in the second quarter of 2001, compared to the same
periods in 2000, due to the addition of Morgan Keegan. Trust
department income continued to increase due to higher advisory
fees from mutual funds. A continuation of pricing and management
initiatives resulted in service charges on deposit accounts
increasing $19.3 million or 17% in the first six months of 2001
and $9.4 million or 16% in the second quarter of 2001, compared to
the same periods in 2000.  Mortgage servicing and origination fees
increased 5% in the first six months of 2001 and 13% in the second
quarter of 2001, compared to 2000, primarily due to higher levels
of loan production in the first half of 2001. The mortgage
company's servicing portfolio totaled $20.5 billion at June 30,
2001, compared to $23.3 billion at June 30, 2000.  Security losses
totaling $40.0 million were recorded in the first quarter of 2000
related to the sale of $1.2 billion in lower yielding mortgage
related securities.  Other non-interest income decreased $57.7
million in the first six months of 2001 compared to the same
period in 2000.  In the first quarter of 2000, Regions recognized
a $67.2 million gain in connection with the sale of its credit
card portfolio as well as a $4.4 million gain related to the sale
of mortgage servicing rights, which are included in other non-
interest income. On a quarterly basis, other non-interest income
increased $10.0 million or 29% over the second quarter of 2000.
The increase was primarily the result of higher insurance fees,
added by Rebsamen, a $1.1 million gain from Regions' ongoing
strategy of exiting certain mortgage servicing portfolios and $4.0
million in fees added by Morgan Keegan.

NON-INTEREST EXPENSE

Total non-interest expense increased $180.2 million or 33% in the
first six months of 2001 and $156.6 million or 57% in the second
quarter of 2001 compared to the same periods in 2000. Included in
this increase is $23.3 million in non-recurring charges, including
severance payments, contract buyouts, asset write-offs and other
conversion costs, associated with the Morgan Keegan transaction
and Regions' branch rationalization project. Adjusting for the
nonrecurring items and acquisitions, non-interest expense
increased $29.5 million or 5% in the first six months of 2001 and
$10.6 million or 4% in the second quarter of 2001 compared to the
same periods in 2000. The Company has maintained its ongoing focus
on cost control in 2001 and has undertaken several initiatives to
reduce certain ongoing costs. Salaries and employee benefits were
up $117.1 million or 40% in the first six months of 2001 and
$105.0 million or 72% in the second quarter of 2001 compared to
the same periods in 2000. Morgan Keegan and the non-recurring
charges accounted for $93.5 million of these increases.  The
remaining increases are due to a higher number of employees
(15,712 FTE as of June 30, 2001) resulting from other
acquisitions, coupled with normal merit increases and higher
benefit costs.  Net occupancy expense and furniture and equipment
expense increased 21% in the first six months of 2001 and 32% in
the second quarter of 2001 over the same periods in 2000. These
increases are primarily the result of higher levels of
depreciation related to new branch equipment and assets acquired
in connection with the Morgan Keegan acquisition. Excluding the
effects of Morgan Keegan, net occupancy and equipment expense
increased 11% in the first half and second quarter of 2001 over
the same periods in 2000. Other non-interest expense increased
$48.8 million or 27% in the first six months of 2001 and $40.7
million or 44% in the second quarter of 2001 compared to the same
periods in 2000. These increases resulted from $14.4 million of
non-recurring charges and $23.3 million associated with Morgan
Keegan. Also contributing to this increase is the higher excess
purchase price amortization.

TAXES

Income tax expense decreased $36.1 million or 27% over the first
six months of 2000. For the second quarter of 2001, income tax
expense decreased $11.4 million or 19% compared to 2000. These
declines resulted from lower levels of taxable income and the
continued realization of certain tax planning strategies. Regions'
effective tax rate for the first six months of 2001 and 2000 were
29.6% and 33.2%, respectively.  The effective tax rate declined
since last year, primarily due to realization of a portion of the
tax benefits associated with the recapitalization of one of
Regions' subsidiaries.  During the fourth quarter of 2000, Regions
recapitalized this subsidiary, raising Tier 2 capital, which
resulted in a reduction in taxable income of this subsidiary
attributable to Regions.  The benefit to Regions of reduced
taxable income of this subsidiary attributable to Regions is
expected to result in lower effective tax rate applicable to
consolidated income before taxes of Regions for future periods.
Regions' effective tax rate applicable to consolidated income
before taxes will be dependent upon a number of factors,
including, but not limited to, the amount of assets in the
subsidiary, the yield of the assets in the subsidiary, the cost of
funding the subsidiary, possible loan losses in the subsidiary,
the level of expenses of the subsidiary, the level of income
attributable to obligations of states and political subdivisions,
and various other factors.

NET INCOME

Net income for the second quarter totaled $112.8 million or $.49
per diluted share, a 14% decrease (on a per share diluted basis)
compared to the second quarter of 2000.  Year-to-date net income
totaled $235.6 million or $1.05 per diluted share, a 14% decline
(on a per share diluted basis) compared to the first six months of
2000. Operating income, which excludes merger and other non-
recurring charges of $17.8 million after tax in 2001 and a net
after-tax gain of $17.8 million resulting from the sale of the
credit card portfolio and sale of securities in 2000, decreased 1%
on a per-share diluted basis from the first six months of last
year.  Annualized return on stockholders' equity during the first
half of 2001 was 13.29% based on net income and 14.30% based on
operating income.  In the first half of 2000, annualized return on
stockholders' equity was 17.45% based on net income and 16.30%
based on operating income. Annualized return on assets during the
first half of 2001 was 1.07% based on net income and 1.15% based on
operating income.  In the first half of 2000, annualized return on
assets was 1.29% based on net income and 1.20% based on operating
income.


<page>

Item 3.  Qualitative and Quantitative Disclosures about Market Risk

Reference is made to pages 16 and 17 `Market Risk -- Interest Rate
Sensitivity' and to page 18 `Forward-Looking Statements' included
in Management's Discussion and Analysis.


Part II. Other Information


Item 4.  Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders held May 16, 2001, four
nominees were elected as directors of Regions to serve three year
terms. The directors elected at the 2001 Annual Meeting were Carl
E. Jones, Jr. (186,445,127 votes in favor and 2,568,652 votes
withheld), Michael W. Murphy (178,630,998 votes in favor and
10,382,781 votes withheld), Henry E. Simpson (184,412,868 votes in
favor and 4,600,911 votes withheld), John H. Watson (186,472,996
votes in     favor and 2,540,783 votes withheld).

In addition, the stockholders approved an amendment to Regions'
1999 Long Term Incentive Plan to increase the total number of
shares subject to the plan from 10,000,000 shares to 25,000,000
shares. On the proposed amendment, 132,327,473 shares were voted in
favor, 21,120,925 shares voted against, and 2,959,741 shares
abstained.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits:

        None


     (b)  Reports on Form 8-K

         No reports were filed on Form 8-K during the second
         quarter of 2001.

<page>

                            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 undersigned thereunto duly authorized.







                                Regions Financial Corporation



 DATE:  August 14, 2001          /s/ D. Bryan Jordan
                                D. Bryan Jordan
                                Executive Vice President and
                                  Comptroller
                                (Chief Accounting Officer and
                                  Duly Authorized Officer)