<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 MARCH 31, 2002      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-229,353,535 shares outstanding
                       as of April 30, 2002

<page>

                 REGIONS FINANCIAL CORPORATION

                             INDEX



                                                         Page Number

 PART I.  FINANCIAL INFORMATION


 Item 1.  Financial Statements (Unaudited)


          Consolidated Statements of Condition -
          March 31, 2002, December 31, 2001
          and March 31, 2001                                   2


          Consolidated Statements of Income -
          Three months ended March 31, 2002 and
          March 31, 2001                                       3

          Consolidated Statement of Stockholders' Equity -
          Three months ended March 31, 2002                    4


          Consolidated Statements of Cash Flows -
          Three months ended March 31, 2002 and
          March 31, 2001                                       5


          Notes to Consolidated Financial Statements -
          March 31, 2002                                       6




 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations       13

 Item 3.  Qualitative and Quantitative Disclosures
          about Market Risk                                   23

 PART II. OTHER INFORMATION

 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>
				    March 31,	 December 31,	 March 31,
                                      2002          2001            2001
ASSETS
Cash and due from banks		   $   961,035	$ 1,239,598	$ 1,043,984
Interest-bearing deposits in other
banks                                  251,668	    667,186	  1,095,419
Securities held to maturity		34,513	     34,050	     44,864
Securities available for sale	     7,818,728	  7,813,109	  8,484,278
Trading account assets		       691,183	    741,896	    601,374
Mortgage loans held for sale	       466,073	    890,193	    466,614
Federal funds sold and securities
 purchased under agreement to
 resell				       199,051	     92,543	    241,382
Margin receivables		       565,863	    523,941	    523,118
Loans				    31,002,399	 31,136,977	 31,214,746
Unearned income			      (250,754)	   (251,629)	    (91,506)
 Loans, net of unearned income	    30,751,645	 30,885,348	 31,123,240
Allowance for loan losses	      (429,577)	   (419,167)	   (381,570)
 Net loans			    30,322,068	 30,466,181	 30,741,670
Premises and equipment		       644,264	    647,176	    624,841
Interest receivable		       236,423	    249,630	    310,474
Due from customers on acceptances	70,039	     63,854	    107,472
Other assets			     1,985,072	  1,953,355	  1,857,745
                                   $44,245,980	$45,382,712	$46,143,235
LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits:
 Non-interest-bearing		   $ 4,875,805	$ 5,085,337	$ 4,420,949
 Interest-bearing		    25,201,581	 26,462,986	 26,761,914
  Total deposits		    30,077,386	 31,548,323	 31,182,863
Borrowed funds:
 Short-term borrowings:
  Federal funds purchased and
   securities sold under
   agreement to repurchase	     2,277,608	  1,803,177	  2,548,869
  Commercial paper			26,750	     27,750	     49,435
  Other short-term borrowings	     2,146,743	  2,267,473	  2,264,254
   Total short-term borrowings	     4,451,101	  4,098,400	  4,862,558
 Long-term borrowings		     4,711,218	  4,747,674	  5,220,594
   Total borrowed funds		     9,162,319	  8,846,074	 10,083,152
Bank acceptances outstanding		70,039	     63,854	    107,472
Other liabilities		       849,160	    888,696	    968,289
   Total liabilities		    40,158,904	 41,346,947	 42,341,776
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,
  230,834,790; 230,081,087; and
  228,520,059 shares, respectively     144,272	    143,801	    142,825
 Surplus			     1,268,327	  1,252,809	  1,214,063
 Undivided profits		     2,679,307	  2,591,962	  2,397,684
 Treasury stock, at cost-1,151,000;
  -0-; and -0- shares, respectively    (37,553)		 -0-		 -0-
 Unearned restricted stock	       (19,470)	    (11,234)	     (6,098)
 Accumulated other comprehensive
  income				52,193	     58,427	     52,985
   Total Stockholders' Equity	     4,087,076	  4,035,765	  3,801,459
                                   $44,245,980	$45,382,712	$46,143,235

</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>
					  Three Months Ended
                                               March 31,
					  2002		  2001
Interest Income:
  Interest and fees on loans		$512,435	$661,571
  Interest on securities:
    Taxable interest income		  95,382	 127,082
    Tax-exempt interest income		   8,666	  10,278
    Total Interest on Securities	 104,048	 137,360
  Interest on mortgage loans held for
   sale					  12,816	   6,856
  Interest on margin receivables	   4,970	      -0-
  Income on federal funds sold and
   securities purchased under
   agreement to resell			   1,616	     522
  Interest on time deposits in other
   banks				     211	     770
  Interest on trading account assets	   5,480	     189
    Total Interest Income		 641,576	 807,268

Interest Expense:
  Interest on deposits			 173,422	 338,107
  Interest on short-term borrowings	  29,986	  48,808
  Interest on long-term borrowings	  68,382	  73,219
    Total Interest Expense		 271,790	 460,134
    Net Interest Income			 369,786	 347,134

Provision for loan losses		  30,000	  28,500
    Net Interest Income After
     Provision for Loan Losses		 339,786	 318,634

Non-Interest Income:
  Brokerage and investment banking	 112,855	  10,330
  Trust department income		  15,747	  14,986
  Service charges on deposit accounts	  66,034	  63,273
  Mortgage servicing and origination
   fees					  24,679	  21,200
  Securities gains			   1,856	     474
  Other					  57,437	  37,158
    Total Non-Interest Income		 278,608	 147,421

Non-Interest Expense:
  Salaries and employee benefits	 237,362	 159,391
  Net occupancy expense			  22,548	  18,508
  Furniture and equipment expense	  22,100	  17,727
  Other					 120,350	  97,746
    Total Non-Interest Expense		 402,360	 293,372
    Income Before Income Taxes		 216,034	 172,683
Applicable income taxes			  61,971	  49,931
    Net Income				$154,063	$122,752

Average number of shares outstanding	 229,958	 214,872
Average number of shares outstanding-
 diluted				 233,165	 216,648
Per share:
  Net income				   $0.67	   $0.57
  Net income-diluted			   $0.66	   $0.57
  Cash dividends declared		   $0.29	   $0.28

</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, 2002	$143,801  $1,252,809	$2,591,962  $     -0-	$(11,234)	$58,427		$4,035,765

Comprehensive Income:
  Net Income						   154,063						   154,063
   Unrealized gains on available
    for sale securities, net of
    reclassification adjustment									    329		       329
   Other comprehensive loss
    from derivatives										 (6,563)	    (6,563)
  Comprehensive income*					   154,063				 (6,234)	   147,829
Cash dividends declared
 ($0.29 per common share)				   (66,718)						   (66,718)
Purchase of treasury stock				   	     (37,553)					   (37,553)
Settlement of stock buyback
 program				      (1,100)								    (1,100)
Common stock transactions:
  Stock options exercised	     243       5,585								     5,828
  Stock issued to employees
   under incentive plan		     228      11,033				 (11,274)			       (13)
  Amortization of unearned
   restricted stock								   3,038			     3,038
BALANCE AT MARCH 31, 2002	$144,272  $1,268,327	$2,679,307  $(37,553)	$(19,470)	$52,193		$4,087,076

Disclosure of reclassification amount:
Unrealized holding gains on
 available for sale securities
 arising during period										$ 1,535
Less: Reclassification adjustment,
 net of tax, for gains and losses
 realized in net income										  1,206
FAS 133 other comprehensive loss								 (6,563)
   Comprehensive income										$(6,234)

</table>
*Comprehensive income as of March 31, 2001 was $174.8 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>
						 Three Months Ended
                                                      March 31,
						2002		2001
Operating Activities:
  Net income					$  154,063	$  122,752
  Adjustments to reconcile net cash provided by
    operating activities
   Depreciation and amortization of premises
    and equipment				    17,549	    15,617
   Provision for loan losses			    30,000	    28,500
   Net amortization (accretion) of securities	     5,442	    (1,600)
   Amortization of loans and other assets	    13,648	    21,054
   Amortization of deposits and borrowings	       234	       234
   Provision for losses on other real estate	       105	       753
   Deferred income taxes			     6,342	    (3,444)
   (Gain) on sale of premises and equipment	      (135)	    (1,140)
   Realized securities (gains)			    (1,776)	      (475)
   Decrease in trading account assets		    50,713	     2,061
   Decrease (increase) in mortgages held for
    sale					   424,120	  (243,712)
   (Increase) in margin receivables		   (41,922)		-0-
   Decrease in interest receivable		    13,207	    39,292
   (Increase) in other assets			   (45,291)	  (100,616)
   (Decrease) increase in other liabilities	   (42,616)	   219,100
   Other					     3,038	       854
     Net Cash Provided By Operating Activities	   586,721	    99,230

Investing Activities:
  Net decrease in loans				   113,934	   229,659
  Proceeds from sale of securities available for
   sale						    66,373	    10,013
  Proceeds from maturity of securities held to
   maturity					       193	   126,515
  Proceeds from maturity of securities available
   for sale					   775,727	 1,116,566
  Purchase of securities held to maturity	      (821)	    (2,128)
  Purchase of securities available for sale	  (861,829)	  (661,092)
  Net decrease (increase) in interest-bearing
   deposits in other banks			   415,518	  (550,173)
  Proceeds from sale of premises and equipment	     4,176	    11,086
  Purchase of premises and equipment		   (18,678)	   (17,986)
  Net (decrease) increase in customers'
   acceptance liability                             (6,185)	       440
  Acquisitions net of cash acquired			-0-	   (92,811)
     Net Cash Provided By Investing Activities	   488,408	   170,089

Financing Activities:
  Net (decrease) in deposits			(1,471,171)	  (839,862)
  Net increase in short-term borrowings		   352,701	   410,589
  Proceeds from long-term borrowings			-0-	   946,389
  Payments on long-term borrowings		   (36,456)	  (394,575)
  Net increase (decrease) in bank acceptance
   liability					     6,185	      (440)
  Cash dividends				   (66,718)	   (58,353)
  Purchase of treasury stock			   (37,553)	  (355,848)
  Proceeds from exercise of stock options	     5,828	     1,725
     Net Cash (Used) By Financing Activities	(1,247,184)	  (290,375)

     (Decrease) in Cash and Cash Equivalents	  (172,055)	   (21,056)
Cash and Cash Equivalents, Beginning of Period	 1,332,141	 1,306,422

     Cash and Cash Equivalents, End of Period	$1,160,086	$1,285,366

</table>
See notes to consolidated financial statements.

<page>

	    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          MARCH 31, 2002


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 acquisitions are summarized in the following
table. These transactions are expected to be accounted for as
purchases and are subject to applicable shareholder and regulatory
approvals.

                Approximate                    Amount of
                 Asset Size       Type of    Consideration
Institution    (in millions)   Consideration (in millions)

Brookhollow
Bancshares,
Inc. of
Dallas, Texas       $141           Cash          $26.6

Independence
Bank, National
Association of
Houston, Texas      $107           Cash          $20.0


The transaction with Brookhollow Bancshares, Inc. closed on April
2, 2002. The transaction with Independence Bank, National
Association of Houston is expected to close later in the second
quarter of 2002. Also, on May 1, 2002, Regions announced the
acquisition of ICT Group, L.L.C., one of Louisiana's largest
independent insurance agencies based in New Iberia, Louisiana.



NOTE C -- New Accounting Standards

In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 141 (FAS 141), "Business Combinations" and Statement
of Financial Accounting Standards No. 142 (FAS 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.  The accounting for goodwill and other
intangible assets required under Statement 142 is effective for
the fiscal year beginning January 1, 2002.

The following table illustrates the impact of the adoption of FAS
142:

                                             Three Months Ended
                                                  March 31,
(in thousands except per share amounts)      2002         2001

Net income                                  $154,063      $122,752
Add back: excess purchase price
  amortization                                    -0-        7,260
Net income as adjusted for the
  adoption of FAS 142                       $154,063      $130,012

Per share:
Net income                                     $0.67         $0.57
Net income-diluted                             $0.66         $0.57
Net income, as adjusted for the
  adoption of FAS 142                          $0.67         $0.61
Net income-diluted, as adjusted for
  the adoption of FAS 142                      $0.66         $0.60


NOTE D -- Business Segment Information

Regions' segment information is presented based on Regions' primary
segments of business.  Each segment is a strategic business unit that
serves specific needs of Regions' customers. The Company's primary
segment is Community Banking.  Community Banking represents the
Company's branch banking functions and has separate management that
is responsible for the operation of that business unit.  In addition,
Regions has designated as distinct reportable segments the activity
of its treasury, mortgage banking, investment
banking/brokerage/trust, and insurance divisions. The treasury
division includes the Company's bond portfolio, indirect mortgage
lending division, and other wholesale activities. Mortgage banking
consists of Regions' mortgage subsidiary.  Investment banking
includes trust activities and all brokerage and investment activities
associated with Morgan Keegan, and for periods prior to the
acquisition of Morgan Keegan, the activities of Regions' securities
brokerage subsidiary.  Insurance includes all business associated
with commercial insurance, in addition to credit life products sold
to consumer customers. The reportable segment designated "Other"
includes activity of Regions' indirect consumer lending division and
the parent company.

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.

Three months ended March 31, 2002

                                  Total Banking
(in thousands)
                       Community                              Mortgage
                        Banking     Treasury    Combined      Banking

Net interest income   $   286,728  $    77,909 $   364,637  $      8,986
Provision for loan
  loss                     25,808        2,399      28,207           222
Non-interest income        74,455        2,667      77,122        34,468
Non-interest expense      200,982        8,015     208,997        22,276
Income taxes               46,340       26,311      72,651         8,201

   Net income         $    88,053  $    43,851 $   131,904  $     12,755

Average assets        $24,817,177  $13,220,896 $38,038,073  $  1,061,999



(in thousands)         Investment
                        Banking/
                       Brokerage/                             Total
                          Trust    Insurance     Other       Company

Net interest income     $   6,734  $    597   $ (11,168)   $   369,786
Provision for loan
  loss                        -0-        -0-       1,571        30,000
Non-interest income       132,556    11,546       22,916       278,608
Non-interest expense      117,868     8,971       44,248       402,360
Income taxes                7,802     1,167      (27,850)       61,971

   Net income           $  13,620  $  2,005    $  (6,221)  $   154,063

Average assets         $3,044,960  $100,072   $2,465,452   $44,710,556



Three months ended March 31, 2001

                                   Total Banking
(in thousands)
                        Community                             Mortgage
                         Banking     Treasury    Combined      Banking

Net interest income     $  288,878  $  11,426   $   300,304   $   2,730
Provision for loan
  loss                      23,857      3,243        27,100         217
Non-interest income         86,260        413        86,673      29,716
Non-interest expense       178,090     20,127       198,217      27,548
Income taxes                65,089     (4,324)       60,765       1,744

   Net income           $  108,102  $  (7,207)  $   100,895   $   2,937

Average assets         $23,932,736 $17,851,944  $41,784,680   $ 701,070

(in thousands)         Investment
                        Banking/
                       Brokerage/                            Total
                         Trust     Insurance     Other      Company

Net interest income     $    612   $     831    $ 42,657  $   347,134
Provision for loan
  loss                        -0-         -0-      1,183       28,500
Non-interest income       25,022       9,437      (3,427)     147,421
Non-interest expense      19,829       6,961      40,817      293,372
Income taxes               2,157         946    (15,681)       49,931

   Net income           $  3,648   $   2,361    $ 12,911  $   122,752

Average assets          $634,059   $  70,041    $172,993  $43,362,843

NOTE E -- Derivative Financial Instruments

Regions maintains positions in derivative financial instruments to
manage interest rate risk, facilitate asset/liability management
strategies, and to manage other risk exposures.  The most common
derivative instruments are forward rate agreements, interest rate
swaps, and put and call options.  For those derivative contracts
that qualify for hedge accounting, according to Statement of
Financial Accounting Standards No. 133, Regions designates the
hedging instrument as either a cash flow or fair value hedge.  The
accounting policies associated with derivative financial
instruments are discussed further in Note A to the Consolidated
Financial Statements included under Item 8 of the Annual Report on
Form 10-K.

Regions utilizes certain derivative instruments to hedge the
variability of cash flows related to interest payments under debt
instruments.  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.  As of March 31, 2002, Regions had
recognized a $6.6 million loss in other comprehensive income
related to cash flow hedges.  The Company will amortize this loss
into earnings in conjunction with the recognition of interest
payments through 2011.  For the quarter ended March 31, 2002,
there was no ineffectiveness recognized in other non-interest
expense attributable to cash flow hedges.  No gains or losses were
recognized in the first quarter of 2002 related to components of
derivative instruments that were excluded from the assessment of
hedge effectiveness.

Regions 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 March 31, 2002.

Regions has also entered into interest rate swap agreements
converting a portion of its fixed rate long-term debt to floating
rate. These derivative instruments are included in other assets or
other liabilities on the statement of financial condition. For the
quarter ended March 31, 2002, there was no ineffectiveness
recorded to earnings related to these fair value hedges. No gains
or losses were recognized in the first quarter of 2002 related to
components of derivative instruments that were excluded from the
assessment of hedge effectiveness.

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.  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 March 31,
2002, was $9.4 million.

Foreign currency exchange contracts involve the trading of one
currency for another on a specified date and at a specified rate.
These contracts are executed on behalf of the Company's customers
and are used to facilitate the management of fluctuations in
foreign exchange rates. The notional amount of forward foreign
exchange contracts totaled $16 million and $42 million at March
31, 2002 and March 31, 2001, respectively. The Company is subject
to the risk that another party will fail to perform and the gross
amount of the contracts represents the Company's maximum exposure
to credit risk.

In the normal course of business, Regions' brokerage subsidiary
enters into underwriting and forward and future commitments. At
March 31, 2002, the contract amount of future contracts to
purchase and sell U.S. Government and municipal securities was
approximately $13 million and $101 million, respectively. The
brokerage subsidiary typically settles its position by entering
into equal but opposite contracts and, as such, the contract
amounts do not necessarily represent future cash requirements.
Settlement of the transactions relating to such commitments is not
expected to have a material effect on the subsidiary's financial
position. Transactions involving future settlement give rise to
market risk, which represents the potential loss that can be
caused by a change in the market value of a particular financial
instrument. The exposure to market risk is determined by a number
of factors, including size, composition and diversification of
positions held, the absolute and relative levels of interest
rates, and market volatility.

NOTE F -- Subsequent Events

On April 19, 2002, a jury in the United States District Court for
the Western District of Oklahoma returned a verdict against Morgan
Keegan & Co., Inc. in a suit that was first filed on April 24,
2000 by Nuveen Premium Income Fund 4, Inc. and thereafter by
Strong Municipal Bond Fund, Inc. Suit was also filed against T.
Kenny & Co., the underwriter of the bonds, against whom the jury
also rendered a verdict. The suit alleged that misrepresentations
were made in connection with the sale of an issue of multi-family
housing bonds purchased by the Plaintiffs in 1998. Judgment has
not been entered, but remedy available under the securities acts
applied by the court is rescission of the original purchase and a
refund of the original purchase price of approximately $19
million. The Plaintiffs are expected to request a judgment in the
amount of approximately $23 million and are expected to request an
award of attorneys' fees in an undetermined amount. There was no
award for punitive or exemplary damages. Morgan Keegan will
request that a judgment be entered in a lesser amount. Morgan
Keegan denies that it made any misrepresentations and plans to
appeal. Management believes it has meritorious grounds for appeal.
If Morgan Keegan is ultimately required to rescind the
transaction, then Morgan Keegan will take ownership of $19 million
in face value of the bonds.

<page>

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

INTRODUCTION

The following discussion and financial information is presented to
aid in understanding Regions Financial Corporation's (Regions or
the Company) financial position and results of operations. The
emphasis of this discussion will be on the first quarter of 2001
and 2002.

In preparing financial information, management is required to make
significant estimates and assumptions that affect the reported
amounts of assets and liabilities and revenues and expenses for
the periods shown. The accounting principles followed by Regions
and the methods of applying these principles conform with
accounting principles generally accepted in the United States and
general banking practices. Estimates and assumptions, most
significant to Regions, are related primarily to allowance for
loan losses, intangibles, and income taxes.

TOTAL ASSETS

Regions' total assets at March 31, 2002, were $44.2 billion -- a
decrease of 4% compared to a year earlier and a 3% decrease since
year-end 2001.  These decreases were due primarily to lower
balances in securities, loans and short-term investments.

Comparisons with the prior year are affected by the acquisitions
of Morgan Keegan, Inc., Park Meridian Financial Corporation and
First Bancshares of Texas, Inc. (accounted for as purchases).  The
second quarter of 2001 was the first quarter that Morgan Keegan's
operations were reflected in Regions' income statement, average
balance sheet and related yields and rates.  Morgan Keegan's
assets and liabilities were reflected in Regions' actual balance
sheet as of March 31, 2001. Relevant acquisitions are summarized
as follows:

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

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

November  Park Meridian      Charlotte,        309,844      Purchase
2001      Financial          North
          Corporation        Carolina

December  First Bancshares   Houston,          188,953      Purchase
2001      of Texas, Inc.     Texas



LOANS

Total loans have declined 1% over the past 12 months and less than
1% since year-end.  These declines are primarily due to a
reduction in the residential mortgage loan portfolio and the
lingering effects of the weaker economic environment. Current loan
balances are also a reflection of management initiatives to reduce
capital allocated to lower margin loan products.  The average
yield on loans during the first three months of 2002 was 6.93%,
compared to 8.76% during the same period in 2001.

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

                             March 31,  Dec. 31,  March 31,
                               2002       2001      2001
    Non-accruing loans       $277,939   $269,764  $227,552
    Loans past due 90
     days or more              44,914     46,845    40,923
    Renegotiated loans         42,183     42,807    11,024
    Other real estate          44,008     40,872    29,012

       Total                 $409,044   $400,288  $308,511

    Non-performing assets
     as a percentage of
     loans and other real
     estate                    1.33%      1.29%      .99%

Non-accruing loans have increased $50.4 million since March of
last year and $8.2 million since year-end. The increases were
primarily in the commercial and real estate categories. At March
31, 2002, real estate loans comprised $131.4 million ($83.7
million in residential) of total non-accruing loans, with
commercial loans accounting for $142.6 million and consumer loans
$3.9 million. Loans past due 90 days or more increased $4.0
million compared to March 2001 and decreased $1.9 million since
year-end. Other real estate increased $15.0 million since March
2001 due to increased foreclosures.

Activity in the allowance for loan losses is summarized as follows
(in thousands):
                                        March 31,   March 31,
                                          2002        2001
    Balance at beginning of period      $419,167    $376,508
    Net loans charged-off:
     Commercial                            7,304      14,390
     Real estate                           3,024         804
     Installment                           9,262       8,244
       Total                              19,590      23,438

    Provision charged to expense          30,000      28,500

    Balance at end of period            $429,577    $381,570

Net loan losses in the first three months of 2002 and 2001 were
0.26% and 0.30% of average loans (annualized), respectively.  At
March 31, 2002 the allowance for loan losses stood at 1.40% of
loans, compared to 1.23% a year ago and 1.36% at year-end. The
allowance for loan losses as a percentage of non-performing loans
and non-performing assets was 118% and 105%, respectively, at
March 31, 2002, compared to 137% and 124%, respectively, at March
31, 2001.

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 March 31, 2002, 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 8% since March 31, 2001 as proceeds
from calls and maturities were not reinvested. Regions continues
to reduce the percentage of assets dedicated to low margin
investment products in an effort to reduce interest rate
sensitivity. Security balances have slightly increased since year-
end.

Mortgage loans held for sale remained virtually unchanged compared
to one year ago but have declined $424 million since year-end as a
result of lower levels of residential mortgage loan production at
Regions' mortgage banking subsidiary. Residential mortgage loan
production at Regions' mortgage banking subsidiary was
approximately $1.0 billion during the first three months of 2002
compared to $737 million during the same time period in 2001 and
$1.3 billion during the fourth quarter of 2001.

Margin receivables at March 31, 2002 totaled $565.9 million
compared to $523.1 million a year ago and $523.9 at year-end.
These balances represent Morgan Keegan's margin loans to brokerage
clients.

Interest-bearing deposits in other banks at March 31, 2002 totaled
$251.7 million compared to $1.1 billion a year ago.  This decline
is primarily attributable to lower balances held with the Federal
Home Loan Bank.

Premises and equipment have increased $19.4 million since March
31, 2001 but have declined $2.9 million since year-end. The
increase compared to a year ago was due primarily to premises and
equipment obtained through acquisitions.

Other assets increased $32 million over year-end and $127 million
over the first quarter of last year. Areas of increase include low
income housing investments, prepaid expenses and other real
estate.

DEPOSITS

Total deposits have decreased 4% since March 31 of last year. The
decline resulted primarily from decreases in certificates of
deposit, due to less aggressive pricing, and declines in other
wholesale deposits. Since year-end, total deposits have decreased
5%.  Core deposits, which exclude wholesale deposits, have
declined slightly since March of last year due to declines in
certificate of deposits, partially offset by growth in transaction
deposit accounts.

BORROWINGS

Net federal funds purchased and security repurchase agreements
totaled $2.1 billion at March 31, 2002, $1.7 billion at year-end
and $2.3 billion at March 31, 2001. 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 three
months of 2002 net funds purchased averaged $1.1 billion compared
to $2.1 billion for the same period of 2001, indicating decreased
reliance on overnight purchased funds as a funding source.

Other short-term borrowings and commercial paper decreased $140
million since March 31, 2001 and $122 million since year-end.
These decreases are the result of significant declines in due to
customer accounts associated with Morgan Keegan. Long-term
borrowings have declined $36 million since year-end, and $509
million since March 31, 2001.  These decreases in long-term
borrowings resulted primarily from maturities of Federal Home Loan
Bank advances.

STOCKHOLDERS' EQUITY

Stockholders' equity was $4.1 billion at March 31, 2002, an
increase of 8% over last year and an increase of 1% since year-
end. Accumulated other comprehensive income totaled $52.2 million
at March 31, 2002, compared to $58.4 million at year-end and $53.0
million at March of 2001.  Regions' ratio of equity to total
assets was 9.24% at March 31, 2002, compared to 8.24% a year ago
and 8.89% 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 March 31, 2002,
substantially exceeded all regulatory requirements.

Bank Regulatory Capital Requirements

                                          Minimum      Regions at
                                         Regulatory     March 31,
                                        Requirement        2002
Tier 1 capital to risk-adjusted assets     4.00%          9.87%
Total risk-based capital to
 risk-adjusted assets                      8.00          13.40
Tier 1 leverage ratio                      3.00           7.52

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 March 31, 2002 the loan
to deposit ratio was 102.24%, compared to 99.81% a year ago and
97.90% 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 three months of 2002 increased
$22.7 million or 7%, compared to the same period in 2001.  The
increased net interest income resulted from higher levels of
earning assets and lower funding costs due to the repricing of
many of Regions' funding sources to lower rates. The net yield on
interest-earning assets (taxable equivalent basis) was 3.85% in
the first three months of 2002 and 3.69% during the same period in
2001.

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 parallel gradual (over a 12
month period) interest rate shift would have on net interest
income as of March 31, 2002.

     Change in          $ Change in Net
   Interest Rates       Interest Income     % Change in Net
 (in basis points)      (in thousands)      Interest Income
      +200                $ 38,000             2.54%
      +100                  23,000             1.50
      -100                 (19,000)           (1.26)
      -200                 (49,000)           (3.23)

PROVISION FOR LOAN LOSSES

The provision for loan losses was $30.0 million or .40% annualized
of average loans in the first three months of 2002, compared to
$28.5 million or .37% annualized of average loans in the first
three months of 2001. The provision for loan losses recorded in
the first three months of 2002 was based on management's
assessment of inherent losses associated with the loan portfolio
and management's evaluation of current and future economic
conditions.

NON-INTEREST INCOME

Total non-interest income increased $131.2 million compared to the
first three months of 2001. Brokerage and investment banking
income increased $102.5 million in the first three months of 2002
compared to the same period in 2001, due to the addition of Morgan
Keegan. First quarter trust revenues increased $761,000 compared
to 2001 due to higher values of managed assets.  A continuation of
pricing and management initiatives as well as an increase in the
number of deposit accounts due to acquisitions resulted in service
charges on deposit accounts increasing $2.8 million or 4% in the
first three months of 2002 compared to the same period in 2001.
Mortgage servicing and origination fees increased 16% in the first
three months of 2002 compared to 2001, primarily due to higher
levels of new loan production in the first three months of 2002.
Single family mortgage production was $1.0 billion in the first
quarter of 2002, compared to $737 million in the first quarter of
2001. The mortgage company's servicing portfolio totaled $18.8
billion at March 31, 2002, compared to $21.1 billion at March 31,
2001. Other non-interest income increased $20.3 million in the
first three months of 2002 compared to the same period in 2001 due
primarily to higher gains associated with sales of mortgage loans
held for sale. Beginning in the first quarter of 2002, Regions
began reporting net gains/losses related to the sale of mortgage
loans held for sale in the other non-interest income category. In
prior periods, these net gains/losses were reported in other non-
interest expense. The periods presented have been adjusted to
reflect this reclassification.

NON-INTEREST EXPENSE

Total non-interest expense increased $109.0 million or 37% in the
first three months of 2002 compared to the same period in 2001 due
primarily to expenses added in connection with the acquisition of
Morgan Keegan, which accounted for substantially all of the
increase. Excluding additional expenses added by Morgan Keegan,
total non-interest expense increased $12.1 million or 4% over the
first quarter of 2001. Salaries and employee benefits were up
$78.0 million or 49% in the first three months of 2002 compared to
the same period in 2001. Morgan Keegan accounted for the majority
of the increase coupled with normal merit increases partially
offset by lower benefit costs.  As of March 31, 2002, Regions has
15,970 full time equivalent employees.  Net occupancy expense and
furniture and equipment expense increased 23% in the first quarter
of 2002 over the same period in 2001. 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 and other acquisitions. Excluding the effects of
Morgan Keegan, net occupancy and equipment expense increased 4% in
the first three months of 2002 over the same period in 2001. Other
non-interest expense increased $22.6 million or 23% in the first
quarter of 2002 compared to the same period in 2001. The increase
during the first three months of 2002 resulted from $18.2 million
added in connection with Morgan Keegan partially offset by reduced
amortization of excess purchase price resulting from the adoption
of FAS 142 and reduced amortization of mortgage servicing rights.

TAXES

Income tax expense increased $12.0 million or 24% over the first
three months of 2001. The increase during the first quarter of
2002 compared to 2001 resulted from higher levels of taxable
income. Regions effective tax rate for the first three months of
2002 and 2001 were 28.7% and 28.9%, respectively.

NET INCOME

Net income for the first quarter totaled $154.1 million or $.66 per
diluted share, a 16% increase (on a per share diluted basis)
compared to the first quarter of 2001. Net income as adjusted for
the adoption of FAS 142 increased 10% (on a per share diluted
basis) over first quarter of 2001. Annualized return on
stockholders' equity during the first three months of 2002 was
15.31% compared to 14.82% during the first three months of 2001.
Adjusted for the adoption of FAS 142, annualized return on
stockholders' equity during the first quarter of 2001 was 15.70%.
Annualized return on assets during the first three months of 2002
was 1.40% compared to 1.15% during the same period of 2001.
Adjusted for the adoption of FAS 142, annualized return on assets
during the first quarter of 2001 was 1.22%.


<page>

Item 3.  Qualitative and Quantitative Disclosures about Market Risk

Reference is made to pages 17 and 18 `Market Risk -- Interest Rate
Sensitivity' and to page 19 `Forward-Looking Statements' included
in Management's Discussion and Analysis.


Part II. Other Information


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 first
         quarter of 2002.


<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:  May 14, 2002             /s/ D. Bryan Jordan
                                D. Bryan Jordan
                                Executive Vice President and
                                  Comptroller
                                (Chief Accounting Officer and
                                  Duly Authorized Officer)