<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, 1997	   	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		35202	
	 (Address of principal executive offices)	(Zip Code)


Registrant's telephone number, including area code: (205) 326-7100
      


	                              		
(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-136,728,737 shares outstanding
as of July 31, 1997

<PAGE>
	REGIONS FINANCIAL CORPORATION

	INDEX



				Page Number

	PART I.	FINANCIAL INFORMATION                              
                                                         
                                                         
	Item 1.	Financial Statements (Unaudited)


		Consolidated Statement of Condition -
		June 30, 1997, December 31, 1996
		and June 30, 1996				   2


		Consolidated Statement of Income -
		Three months ended June 30, 1997 and
		June 30, 1996 and Six months ended
		June 30, 1997 and June 30, 1996			   3


		Consolidated Statement of Cash Flows -
		Six months ended June 30, 1997 and
		June 30, 1996					    4

                                                        
		Notes to Consolidated Financial Statements -
		June 30, 1997					    5




	Item 2.	Management's Discussion and Analysis of
			Financial Condition and Results of Operations		  7



	PART II.	OTHER INFORMATION

 Item 4. Submission of Matters to a Vote of
         Security Holders                   14

	Item 6.	Exhibits and Reports on Form 8-K		 14



	SIGNATURES						 15

<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(DOLLAR AMOUNTS IN THOUSANDS) (UNAUDITED)
<TABLE>

<S>				<C>		<C>		<C>
				  June 30	December 31	 June 30 
				    1997	   1996		   1996	 
ASSETS
Cash and due from banks		$   626,943	$   774,849	$   677,250
Interest-bearing deposits in
 other banks			     27,326	     33,191	     60,337
Investment securities		  2,434,760	  2,102,750	  2,103,436
Securities available for sale	  1,857,240 	  1,767,845	  1,864,209
Trading account assets		     20,474	     29,648	     11,691
Mortgage loans held for sale	    190,630	    169,861	    183,402
Federal funds sold and securities 	
 purchased under agreement
 to resell			    127,861	     20,842	     66,637
Loans				 15,178,876	 13,335,450	 12,389,999
Unearned income			    (29,292)	    (24,278)	    (18,032)
Loans, net of unearned income	 15,149,584	 13,311,172	 12,371,967
Allowance for loan losses	   (195,941)	   (175,548)	   (171,436)
	Net Loans		 14,953,643	 13,135,624	 12,200,531
Premises and equipment		    308,147	    276,890	    263,427
Interest receivable		    159,642	    139,333	    135,404
Due from customers on acceptances    47,115	     78,108	     16,400
Other assets			    461,161	    401,234	    337,884
				$21,214,942	$18,930,175	$17,920,608
	
LIABILITIES AND STOCKHOLDERS' EQUITY	
Deposits:	
 Non-interest-bearing		$ 2,170,630	$ 1,909,174	$ 1,968,463
 Interest-bearing		 14,653,759	 13,139,162	 12,646,253
	Total Deposits		 16,824,389	 15,048,336	 14,614,716
Borrowed funds:	
 Short-term borrowings:	
  Federal funds purchased and
   securities sold under agreement
   to repurchase		  1,868,521	  1,549,729	  1,247,127
 Commercial paper		     22,384 	     40,367	     21,700
 Other short-term borrowings	     17,669	     21,831	      6,752
Total Short-term Borrowings	  1,908,574 	  1,611,927	  1,275,579
 Long-term borrowings		    419,513 	    447,269	    457,189
  Total Borrowed Funds		  2,328,087   	  2,059,196	  1,732,768
Bank acceptances outstanding	     47,115	     78,108	     16,400
Other liabilities		    198,123	    145,809	    113,941
Total Liabilities		 19,397,714	 17,331,449	 16,477,825   
Stockholders' Equity:
 Common Stock, par value $.625 a share:
  Authorized - 240,000,000 shares	
  Issued, including treasury stock -	
  136,722,982; 62,914,750; and   	
  62,676,642 shares, respectively     85,452	     39,322	     39,173
 Surplus			     598,824	    520,571	    518,512
 Undivided profits		   1,133,107	  1,050,606	    976,709
 Treasury stock, at cost - 0;
  260,000; and 1,800,000 shares,
  respectively			         -0-	    (12,356)	    (84,622)
 Unearned restricted stock	     (4,580)  	     (3,121)	     (3,146)
 Unrealized gain(loss) on securities
 available for sale,
 net of taxes			      4,425 	      3,704	     (3,843)
Total Stockholders' Equity	  1,817,228	  1,598,726	  1,442,783
				$21,214,942	$18,930,175	$17,920,608
	
</TABLE>
See notes to consolidated financial statements.

<PAGE>
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>

<S>					<C>		<C>		<C>		<C>
					 Three Months Ended		  Six Months Ended
					      June 30			     June 30	     
					  1997		1996		1997		1996 
Interest Income:                               
 Interest and fees on loans		$329,063	$273,798	$640,140	$532,818            
Interest on securities:				
 Taxable interest income		  64,275	  61,602	 126,559	 120,663
 Tax-exempt interest income		   7,409	   5,021	  15,110	  10,937
  Total Interest on Securities		  71,684	  66,623	 141,669	 131,600		
Interest on mortgage loans held for sale   2,486	   5,418	   6,857	   7,769	
Income on federal funds sold	
 and securities purchased under
 agreement to resell			   1,534	     496	   2,953	   1,840 
Interest on time deposits in other banks     440	   2,338	   1,173	   3,464	
Interest on trading account assets	     268	     233	     468	     420	
	Total Interest Income		 405,475	 348,906	 793,260	 677,911
Interest Expense:	
 Interest on deposits			 169,045	 145,395	 331,964	 285,428	
 Interest on short-term borrowings 	  24,256	  15,893	  43,935	  31,153	   
 Interest on long-term borrowings	   7,135	   7,857	  15,293	  17,683 
Total Interest Expense			 200,436	 169,145	 391,192	 334,264
	Net Interest Income		 205,039	 179,761	 402,068	 343,647
Provision for loan losses		  10,150	   7,442	  20,557	  14,316
 Net Interest Income After Provision	
	  for Loan Losses		 194,889	 172,319	 381,511	 329,331
	
Non-Interest Income:	
 Trust department income		   6,970	   7,017	  14,259	  14,157
 Service charges on deposit accounts	  26,506	  20,883	  52,285	  41,253
 Mortgage servicing and origination fees  13,230	  13,539	  26,712	  26,225
 Securities gains (losses)		      37	      23	     501	     154
 Other					  15,701	  10,780	  29,891	  26,135
Total Non-Interest Income		  62,444	  52,242	 123,648	 107,924
	
Non-Interest Expense:	
 Salaries and employee benefits		  81,953	  69,505	 163,235	 139,279
 Net occupancy expense			   9,395	   7,804	  18,391	  15,471
 Furniture and equipment expense	   9,535 	   8,787	  18,393	  17,040
 Merger expenses			       0	       0	       0	   8,785
 Other					  47,413	  44,503	  90,013	  85,032
  Total Non-Interest Expense		 148,296	 130,599	 290,032	 265,607
Income Before Income Taxes		 109,037	  93,962	 215,127	 171,648
 Applicable income taxes		  35,632	  32,450	  71,392	  57,342
		Net Income		$ 73,405	$ 61,512	$143,735	$114,306
	
Average number of shares outstanding	 136,683	 124,394	 136,536	 124,182
Per share:			
	Net income			   $0.54	   $0.49	   $1.05	   $0.92
	Cash dividends declared	    	   $0.20	  $0.175	   $0.40	   $0.35
</TABLE>
See notes to consolidated financial statements.

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

<S>						<C>		<C>
						   Six Months Ended
						        June 30	
						1997		   1996	

Operating Activities:
 Net income					$  143,735	$  114,306	
Adjustments to reconcile net cash provided
 by operating activities:
  Depreciation and amortization of premises and
   equipment					    15,319	    13,430
  Provision for loan losses			    20,557	    14,316	
  Net (accretion) amortization of securities	      (821)	      (747)
  Amortization of loans and other assets	    16,854	    11,196	
  Amortization of deposits and borrowings	      (821)	      (822)
  Provision for losses on other real estate	       736	       219	
  Deferred income taxes				    (5,972)	    (6,273)
  (Gain) loss on sale of premises and equipment	      (411)	      (532)
  Realized security (gains) losses 	 	      (501)	      (154) 	
  Decrease in trading account assets	    	     9,174	    17,179
  Decrease (increase) in mortgages held for sale    16,951	   (66,315)
  (Increase) in interest receivable	    	   (14,884)	   (14,454)
  (Increase) in other assets			   (64,871)	   (28,179)
  Increase (decrease) in other liabilities 	    20,632	   (44,752)
  Stock issued to employees			     8,537	     5,723
  Other						       899	     1,382
 Net Cash Provided By Operating Activities	   165,113	    15,523
	
Investing Activities:
 Net (increase) in loans			  (886,003)	  (831,136)
 Proceeds from sale of securities
  available for sale				     8,792	     7,560	
 Proceeds from maturity of investment securities   233,270	   341,700	
 Proceeds from maturity of securities available
  for sale					   170,947	   240,691	
 Purchase of investment securities 	 	  (304,382)	  (392,732)
 Purchase of securities available for sale	   (45,537)	  (325,916)
 Net decrease (increase) in interest-bearing
  deposits in other banks			    40,475	    (3,860)	
 Proceeds from sale of premises and equipment	     3,818	     2,173	
 Purchase of premises and equipment		   (18,854)	   (23,506)
 Net decrease in customers' acceptance liability    30,993 	    34,886
 Net cash received in acquisitions		   170,646	    42,667
	Net Cash (Used) By Investing Activities	  (595,835)	  (907,473)

Financing Activities:	
 Net increase in deposits			   305,340	 1,117,104	
 Net increase in short-term borrowings	   	   254,582 	   206,982	
 Proceeds from long-term borrowings		     2,165	     2,717	
 Payments on long-term borrowings		   (74,046)	  (176,725)
 Net (decrease) in bank acceptance liability	   (30,993)	   (34,886)
 Cash dividends					   (54,377)	   (43,567)
 Purchase of treasury stock for acquisitions	   (14,959)	   (91,932)
 Proceeds from exercise of stock options	     2,123	     2,644	
Net Cash Provided By Financing Activities	   389,835 	   982,337	
(Decrease) Increase In Cash And Cash Equivalents   (40,887)	    90,387	
  Cash and Cash Equivalents, Beginning of Period   795,691	   653,500
	
Cash And Cash Equivalents, End of Period	$  754,804 	$  743,887	
</TABLE>
See notes to consolidated financial statements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1997



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 generally accepted 
accounting principles.  For a summary of significant accounting 
policies that have been consistently followed, see NOTE A to the 
Consolidated Financial Statements included in the 1996 Annual Re-
port to Stockholders previously filed as Exhibit 13 to 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 -- Completed Acquisitions

On May 15, 1997, Regions paid $18 million in exchange for all the 
outstanding stock of First Mercantile National Bank of Longwood, 
Florida. This transaction, accounted for as a purchase, added $157 
million in assets.

On May 31, 1997, Regions issued 2,159,922 shares of common stock 
in exchange for all the outstanding stock of The New Iberia 
Bancorp, Inc. of New Iberia, Louisiana. The New Iberia 
transaction, accounted for as a pooling of interests, added 
approximately $313 million in assets.

On June 1, 1997, Regions issued 677,032 shares of common stock in 
exchange for all the outstanding common stock of First Bankshares, 
Inc. of Hapeville, Georgia. The First Bankshares transaction, 
accounted for as a pooling of interests, added $127 million in 
assets.

On June 13, 1997, Regions issued 1,022,844 shares of common stock 
in exchange for all the outstanding common stock of SB&T 
Corporation of Smyrna, Georgia. The SB&T transaction, accounted 
for as a pooling of interests, added $148 million in assets.

Prior year financial information has not been restated to give 
effect to the acquisitions accounted for as poolings of interests 
since they are not material.


NOTE C - Pending Acquisition

Regions currently has only one pending acquisition which is 
summarized in the following table. The GF transaction is expected 
to be accounted for as a purchase and is subject to applicable 
shareholder and regulatory approvals.


<TABLE>

<S>		<C>		<C>		<C>		<C>
								Expected
 								Number of
								Shares of
		Approximate					Regions to
		Asset Size	Type of		Exchange	be issued(2)
Institution	(in millions)	Consideration	Ratio		(in 000's)

GF Bancshares 
Inc., of 			Regions
Griffin, 			Common
Georgia		$97		Stock		0.58776(1)	556


</TABLE>

(1) - Subject to adjustment based on the average of the last sales 
	price of Regions common stock on the Nasdaq National Market 
	over a specified period.
(2) - Based on the number of shares of outstanding stock of the 
	institution as of the announcement date, and without 
	adjustment in the exchange ratio.


NOTE D - New Accounting Standard

In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings Per Share", which is required to be 
adopted on December 31, 1997. At that time, the Company will be 
required to change the method used to compute earnings per share 
and to restate all prior periods. Under the new requirements for 
calculating basic earnings per share, the dilutive effect of stock 
options will be excluded. The impact of Statement 128 on the 
calculation of earnings per share in the first and second quarters 
of 1996 and 1997, is not expected to be material.




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


Regions' total assets at June 30, 1997, were $21.2 billion--an 
increase of 18% over a year earlier.  This increase was due to 
growth in almost all categories of assets, particularly loans, due 
to acquisition activity and internal growth.  Since year-end 1996, 
total assets have increased 12%, due primarily to acquisition 
activity.

Comparisons with the prior year are affected by acquisition 
activity. Prior year financial information has not been restated 
to give effect to acquisitions accounted for as poolings of 
interest since the effect is not material.  Relevant 1996 and 1997 
acquisitions are summarized as follows:

<TABLE>

<S>		<C>		<C>		<C>		<C>
Date		Company 	Headquarters	Total Assets	Accounting
Acquired	Acquired	Location	(in thousands)	Treatment

August		Delta Bank &	Belle Chasse,
1996		Trust Company	Louisiana	  $190,547	Purchase

August		First Gwinnett 
1996		Bancshares,	Norcross,
		Inc.		Georgia		    68,364	Purchase

August 		Rockdale	Conyers,
1996		Community Bank	Georgia		    47,457	Purchase

September	American
1996		Bancshares of	Houma,
		Houma, Inc. 	Louisiana	    88,743	Purchase

January 	Florida First	Panama City,
1997		Bancorp, Inc.	Florida		   286,515	Purchase

January 	Allied
1997		Bankshares,	Thomson,
		Inc.  		Georgia		   559,815	Pooling

March		West Carroll
1997		Bancshares,	Oak Grove,
		Inc.		Louisiana	   127,145	Pooling

April 		Gulf South
1997		Bancshares,	Gretna,
		Inc.		Louisiana	    55,363	Purchase

May		First
1997		Mercantile	Longwood
		National Bank	Florida		   157,434	Purchase

May		The New Iberia	New Iberia,
1997		Bancorp, Inc.	Louisiana	   313,494	Pooling

June		First		
1997		Bankshares	Hapeville,
		Inc.		Georgia		   126,826	Pooling

June		SB&T		Smyrna,
1997		Corporation	Georgia		   147,709	Pooling
</TABLE>

Loans have increased 22% since a year ago.  Loans added from the 
seven purchase acquisitions, combined with the five pooling 
transactions, accounted for a 9% increase in loans. The remaining 
13% increase was attributable to internal growth, primarily in 
commercial, consumer and real estate loans.  Since year-end, total 
loans have increased 14%, due to $953 million in loans added by 
acquisitions and $885 million in internal growth. The average 
yield on loans during the first six months of 1997 was 8.89%, 
compared to 9.01% during the same period in 1996.  This decrease 
was primarily the result of lower average base lending rates.

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

<S>			<C>		<C>		<C>
			June 30,	Dec. 31,	June 30, 
			  1997		  1996		  1996	

Non-accruing loans	$ 85,049	$ 60,202	$ 49,533
Loans past due 90
 days or more		  21,612  	  26,532	  18,326
Renegotiated loans	   5,644	   3,625	   6,152
Other real estate	  12,015	  10,736	   9,810
	
  Total			$124,320	$101,095	$ 83,821

Non-performing assets
 as a percentage of
 loans and other real
 estate			   .82%		    .76%	    .68%
</TABLE>

Non-accruing loans have increased $35.5 million since June of last 
year and $24.8 million since year end. These increases were mainly 
in the real estate and installment categories. At June 30, 1997, 
real estate loans comprised $43.8 million of total non-accruing 
loans, with commercial loans accounting for $16.8 million  and 
installment loans $24.5 million. Other real estate increased $1.3 
million since year end, and $2.2 million since June 1996, due 
primarily due to acquisition activity.



Activity in the allowance for loan losses is summarized as follows 
(in thousands):

  			       		June 30, 	June 30,
					  1997		  1996	

Balance at beginning of year		$175,548	$159,487
 Net loans charged-off (recovered):
	Commercial			  (3,771)	  (1,552)
	Real estate			    (419)	    (209)	
	Installment			  18,108	   6,966

		Total			  13,918	   5,205

Allowance of acquired banks		  13,754	   2,838

Provision charged to expense		  20,557	  14,316

Balance at end of period		$195,941	$171,436


Net loan losses in the first six months of 1997 were 0.19% of 
loans (annualized), compared to 0.09% of loans (annualized) in the 
first six months of 1996.  Higher installment charge-offs in the 
first half of 1997, partially offset by recoveries of prior period 
real estate and commercial loans charge-offs, resulted in higher 
net loan losses in 1997.  At June 30, 1997, the allowance for loan 
losses stood at 1.29% of loans, compared to 1.39% a year ago and 
1.32% at year end.  The allowance for loan losses as a percentage 
of non-performing loans and non-performing assets was 174% and 
158%, respectively, at June 30, 1997, compared to 232% and 205%, 
respectively, at June 30, 1996.

The allowance for loan losses is maintained at a level deemed ade-
quate 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, 1997, 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.

Total securities have increased 8% since a year ago and 11% since 
year end, as a result of securities added in the first half of 
1997 by acquisitions.

Mortgage loans held for sale have increased $7.2 million since 
June 30, 1996 and $20.8 million since year end as a result of 
higher levels of residential mortgage loan production at Regions' 
mortgage banking subsidiary during the first half of 1997.  
Residential mortgage loan production at Regions' mortgage banking 
subsidiary was approximately $933 million during the first half of 
1997, compared to $895 million during the same time period in 
1996.

Interest-bearing deposits in other banks at June 30, 1997 totaled 
$27.3 million, a decrease of $33.0 million compared to a year ago 
and $5.9 compared to year end.  These decreases resulted primarily 
from placing funds in alternative investments.

Net federal funds purchased and security repurchase agreements 
totaled $1.7 billion at June 30, 1997, $1.5 billion at year end 
and $1.2 billion at June 30, 1996. The level of federal funds and 
security 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 1997, 
net funds purchased averaged $1.4 billion, compared to $1.0 
billion in the first six months of 1996, indicating more reliance 
on purchased funds to support earning assets in the first half of 
1997 than in the same period last year.

Premises and equipment have increased $31.3 million since year end 
and $44.7 million since June 30, 1996. These increases were due 
primarily to the addition of premises and equipment obtained 
through acquisitions since June 1996. 

Other assets have increased $59.9 million since year end and 
$123.3 million since the second quarter of last year, due 
primarily to increased excess purchase price resulting from 
acquisitions, and increased mortgage servicing rights added by 
purchases of several mortgage servicing portfolios and the 
capitalization of mortgage servicing rights in accordance with 
Financial Accounting Standards Board Statement No. 122.

Total deposits have increased 15% since June of last year.  The 
deposits acquired in connection with acquisitions resulted in a 
12% increase, with the remaining 3% increase attributable to 
internal growth. The internal growth resulted primarily from 
increases in certificates of deposit accounts. Since year end, 
total deposits have increased 2%, after adjusting for the deposits 
acquired in connection with acquisitions during the first half of 
1997.

Long-term borrowings have decreased $27.8 million since year end, 
and $37.7 million since June 30, 1996. These decreases resulted 
primarily from the paydown of Senior Bank Notes issued by Regions' 
Louisiana banking affiliate and scheduled payments on other long-
term borrowings . 

Regions continues to be concerned about the general trend in 
litigation in Alabama state courts involving large damage awards 
against financial service company defendants. Regions directly or 
through its subsidiaries is party to approximately 77 cases in 
Alabama in the ordinary course of business, some of which seek 
class action treatment or punitive damages. The damage exposure in 
Alabama in any case and in the aggregate is difficult to estimate 
because the jury has broad discretion as to the amount of damages 
awarded. The U.S. Supreme Court overturned an Alabama case 
involving a large jury award, holding that the punitive damage 
award was so grossly excessive as to violate due process.  
Subsequently, the U.S. Supreme Court has returned several cases to 
the Alabama courts for reconsideration in light of its ruling.  In 
addition, the Alabama Supreme Court has reduced several large 
damage awards against defendants that were awarded by lower court 
juries.  In March of 1997, the Alabama Supreme Court reversed a 
precedent set in 1989 regarding reliance by plaintiffs on verbal 
representations which are not in agreement with written contracts.  
The 1989 ruling had been the source of significant litigation 
losses in the state and its reversal is viewed as a positive 
event.

Notwithstanding these concerns, Regions believes, based on 
consultation with legal counsel, that the outcome of pending 
litigation will not have a material effect on Regions' 
consolidated financial position.

Stockholders' equity was $1.8 billion at June 30, 1997, an in-
crease of 26% over last year and an increase of 14% since year 
end.  These increases resulted primarily from internally generated 
capital and equity added in connection with acquisitions since 
June 1996.  The unrealized gain on securities available for sale 
(net of taxes) totaled $4.4 million at June 30, 1997, and of $3.7 
million at year end.  Regions' ratio of equity to total assets was 
8.57% at June 30, 1997, compared to 8.05% a year ago and 8.45% at 
year end.

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, 1997, the loan 
to deposit ratio was 90.05%, compared to 84.65% a year ago and 
88.46% 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 for the first six months of 1997 increased 
$58.4 million or 17%, compared to the same period in 1996. The 
increased net interest income resulted from a higher level of 
earning assets, combined with higher spreads on those earning 
assets.  The net yield on interest-earning assets (taxable 
equivalent basis) was 4.32% in the first six months of 1997, 
compared to 4.31% in the same period in 1996. For the second 
quarter of 1997, net interest income increased $25.3 million or 
14%, over the second quarter of 1996, due to increased earning 
assets and higher spreads on those assets.

Total non-interest income increased $15.7 million or 15% over the 
first half of 1996 and $10.2 million or 20% over the second 
quarter of 1996.  Trust department income increased $102,000 or 1% 
on a year-to-year comparison but decreased $47,000 on a quarterly 
comparison. Increased charges for selected deposit account 
services, coupled with an increase in the number of deposit ac-
counts due to acquisitions and internal growth, resulted in 
service charges on deposit accounts increasing $11.0 million or 
27% in the first half of 1997, compared to the same period in 1996 
and $5.6 million or 27% over the second quarter of 1996.  Mortgage 
servicing and origination fees increased $487,000 or 2% in the 
first six months of 1997 compared to the same period in 1996 but  
for the second quarter of 1997 decreased $309,000 or 2% compared 
to the second quarter of 1996.  Mortgage origination fees were 
down 1% due to differences in product mixes and competitive 
pricing pressures.  Mortgage servicing fees increased 1% on a 
year-to-year comparison.  The mortgage company's servicing 
portfolio totaled $12.8 billion at June 30, 1997.  Other 
non-interest income increased $3.8 million or 14% in the first six 
months of 1997, compared to the first six months of 1996, and $4.9 
million or 46% compared to the second quarter of 1996, primarily 
due to increased automated teller machine fees and increased 
trading account income.

Total non-interest expense increased $24.4 million or 9% in the 
first six months of 1997, compared to the same period in 1996 and 
$17.7 million or 14% in the second quarter compared to the same 
period in 1996. Excluding the non-recurring merger expenses in 
1996, total non-interest expense was up $33.2 million or 13%. 
Salaries and employee benefits were up 17% in the first six months 
of 1997, and 18% in the second quarter of 1997 compared to the 
same periods in 1996 due to an increase in the number of employees 
because of acquisitions, coupled with normal merit increases and 
higher benefit costs.  Net occupancy expense and furniture and 
equipment expense increased 13% in the first six months of 1997 
over the same period in 1996 and 14% over the second quarter of 
1996, primarily because of additional expenses associated with 
branch offices and equipment added by the 1996 and 1997 
acquisitions.  A non-recurring pre-tax merger charge of $8.8 
million was taken in the first quarter of 1996 related to the 
merger of First National Bancorp with Regions. This charge 
consisted primarily of investment banking and other professional 
fees, severance costs, data processing contract buyouts and 
obsolete equipment write-downs. Other non-interest expense 
increased $5.0 million or 6% in the first six months of 1997 and 
$2.9 million or 7% in the second quarter over comparable 1996 
periods, primarily because of increases in excess purchase price 
and mortgage servicing rights amortization, partially offset by 
lower FDIC premiums related to the lower assessment rates on 
insured deposits, and lower professional fees, computer services 
fees and stationery and printing costs.

Income tax expense increased $14.1 (25%) million over the first 
six months of 1996 and $3.2 million (10%) over the second quarter 
of 1996, due to an increase in federal taxable income, and an 
increase in taxable income as a percentage of total income.

Net income for the first half of 1997 was $143.7 million--up 26% 
over the same period last year.  Net income for the second quarter 
was $73.4 million--up 19% over the second quarter of last year.  
Annualized return on stockholders' equity increased to 16.22%, 
compared to 15.53% in the first six months of last year.  
Annualized return on assets also increased to 1.41% in the first 
six months of 1997, compared to 1.32% for the same period in 1996. 
First six months of 1996 income, excluding the non-recurring merger 
expenses, was $119.8 million.  Annualized return on stockholders' 
equity and return on assets were 16.27% and 1.38%, respectively, in 
the first half of 1996, excluding the non-recurring merger 
expenses.

<PAGE>
Part II.	Other Information

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

        At the Annual Meeting of Stockholders held on May 14,
        1997, five nominees were elected as directors of Regions
        to serve three year terms, and the terms of seven
        directors continued beyond the meeting. The directors
        elected at the 1997 Annual Meeting were James B. Boone,
        Jr. (59,526,728 votes in favor and 747,208 votes
        withheld), Albert P. Brewer (59,516,196 votes in favor and
        757,740 votes withheld), James S. M. French (59,524,379
        votes in favor and 749,557 votes withheld), Richard D.
        Horsley (59,525,303 votes in favor and 748,633 votes
        withheld), and J. Stanley Mackin (59,483,158 votes in
        favor and 790,778 votes withheld).

        In addition, the stockholders approved an amendment to
        Article IV of the Certificate of Incorporation to increase
        the number of authorized shares of common stock from
        120,000,000 to 240,000,000 (58,311,048 votes in favor,
        1,583,659 votes against, 379,229 votes abstained, and
        3,412,481 broker nonvotes).

        At an adjournment of the Annual Meeting reconvened on June
        13, 1997, the stockholders approved an amendment to
        Article IV of the Certificate of Incorporation to
        authorize a class of 5,000,000 shares of preferred stock
        (49,971,564 votes in favor, 5,704,831 votes against,
        1,185,060 votes abstained, and 3,412,481 broker nonvotes).
        Under the terms of Article IV as so amended, the board of
        directors has the authority to divide such preferred
        shares into series and to establish the relative voting
        powers, designations, preferences, rights and
        qualifications, limitations, or restrictions with respect
        to each series, in accordance with the General Corporation
        Law of the State of Delaware.
        

Item 6.	Exhibits and Reports on Form 8-K

		(a)	Exhibits:

			(27) Financial Data Schedule (SEC use only)

		(b)	Reports on Form 8-K:

	None.

<PAGE>
SIGNATURES





Pursuant to the requirements of the Securities and 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 13, 1997		 /s/ Robert P. Houston	
				Robert P. Houston
			Executive Vice President and
				  Comptroller
			(Chief Accounting Officer and
			  Duly Authorized Officer)