<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 SEPTEMBER 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-227,426,831 shares outstanding
                      as of October 31, 2001
                 REGIONS FINANCIAL CORPORATION

                             INDEX



                                                         Page Number

 PART I.  FINANCIAL INFORMATION


 Item 1.  Financial Statements (Unaudited)


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


          Consolidated Statements of Income -
          Nine months ended September 30, 2001 and
          September 30, 2000                                   3

          Consolidated Statement of Stockholders' Equity -
          Nine months ended September 30, 2001                 4


          Consolidated Statements of Cash Flows -
          Nine months ended September 30, 2001 and
          September 30, 2000                                   5


          Notes to Consolidated Financial Statements -
          September 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                                   22

 PART II. OTHER INFORMATION

 Item 6.  Exhibits and Reports on Form 8-K                    22


 SIGNATURES                                                   23

<page>

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

<table>

				   <c>		<c>		<c>
                                   September 30  December 31	September 30
                                       2001         2000            2000
ASSETS
Cash and due from banks		   $ 1,103,077	$ 1,210,872	$ 1,076,869
Interest-bearing deposits in other
 banks				       982,838	      3,246	      2,449
Investment securities			32,757	  3,539,202	  3,607,520
Securities available for sale	     8,223,851	  5,454,969	  5,545,803
Trading account assets		       605,376	     13,437	     21,317
Mortgage loans held for sale	       452,613	    222,902	    251,063
Federal funds sold and securities
 purchased under agreement to
 resell				       189,043	     95,550	    246,556
Margin receivables		       595,624		 -0-		 -0-
Loans				    31,128,869	 31,472,656	 31,299,305
Unearned income			      (218,026)	    (96,193)	    (95,242)
 Loans, net of unearned income	    30,910,843	 31,376,463	 31,204,063
Allowance for loan losses	      (386,471)	   (376,508)	   (373,699)
 Net Loans			    30,524,372	 30,999,955	 30,830,364
Premises and equipment		       623,103	    598,632	    596,900
Interest receivable		       286,584	    349,637	    333,294
Due from customers on acceptances	44,269	    107,912	     24,274
Other assets			     2,020,506	  1,091,979	  1,090,687
                                   $45,684,013	$43,688,293	$43,627,096
LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits:
 Non-interest-bearing		   $ 4,655,075	$ 4,512,883	$ 4,561,388
 Interest-bearing		    25,918,116	 27,509,608	 27,424,262
  Total Deposits		    30,573,191	 32,022,491	 31,985,650
Borrowed funds:
 Short-term borrowings:
  Federal funds purchased and
   securities sold under agreement
   to repurchase		     2,817,611	  1,996,812	  1,862,753
  Commercial paper			27,750	     27,750	     38,750
  Other short-term borrowings	     2,315,063	  1,108,580	  1,620,673
   Total Short-term Borrowings	     5,160,424	  3,133,142	  3,522,176
 Long-term borrowings		     4,810,542	  4,478,027	  4,392,399
   Total Borrowed Funds		     9,970,966	  7,611,169	  7,914,575
Bank acceptances outstanding		44,269	    107,912	     24,274
Other liabilities		     1,146,792	    488,777	    342,689
   Total Liabilities		    41,735,218	 40,230,349	 40,267,188
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, 229,239,768; 222,567,831;
  and 222,479,861 shares,
  respectively			       143,275	    139,105	    139,050
 Surplus			     1,228,574	  1,058,733	  1,058,291
 Undivided profits		     2,518,202	  2,333,285	  2,264,476
 Treasury stock, at cost-1,830,000;
  2,798,813; and 868,013 shares,
  respectively			       (52,508)	    (67,135)	    (18,988)
 Unearned restricted stock	       (12,511)	     (6,952)	     (7,673)
 Accumulated other comprehensive
  income (loss)			       123,763		908	    (75,248)
   Total Stockholders' Equity	     3,948,795	  3,457,944	  3,359,908
                                   $45,684,013	$43,688,293	$43,627,096
</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		Nine Months Ended
                                         	   September 30          	  September 30
						2001		2000		2001		2000
Interest Income:
  Interest and fees on loans			$606,811	$667,305	$1,903,327	$1,904,130
  Interest on securities:
    Taxable interest income			 104,008	 136,452	   341,810	   428,623
    Tax-exempt interest income			  10,151	  10,680	    30,939	    31,166
    Total Interest on Securities		 114,159	 147,132	   372,749	   459,789
  Interest on mortgage loans held for sale	  11,556	   8,176	    29,803	    27,818
  Interest on margin receivables		   7,187	      -0-	    14,998		-0-
  Income on federal funds sold and securities
    purchased under agreement to resell		   6,250	   1,672	    14,233	     4,171
  Interest on time deposits in other banks	   4,028	     221	     9,657	       598
  Interest on trading account assets		   6,104	     188	    13,016	     1,004
    Total Interest Income			 756,095	 824,694	 2,357,783	 2,397,510

Interest Expense:
  Interest on deposits				 276,597	 358,033	   920,769	 1,020,104
  Interest on short-term borrowings		  45,907	  65,623	   152,667	   208,001
  Interest on long-term borrowings		  77,779	  58,919	   230,249	   124,479
    Total Interest Expense			 400,283	 482,575	 1,303,685	 1,352,584
    Net Interest Income				 355,812	 342,119	 1,054,098	 1,044,926

Provision for loan losses			  30,000	  32,746	    87,490	    89,727
    Net Interest Income After Provision for
     Loan Losses				 325,812	 309,373	   966,608	   955,199

Non-Interest Income:
  Brokerage and investment banking		 110,430	  11,173	   238,420	    31,892
  Trust department income			  13,749	  14,597	    43,833	    42,707
  Service charges on deposit accounts		  67,190	  59,465	   197,402	   170,415
  Mortgage servicing and origination fees	  21,924	  20,016	    67,555	    63,511
  Securities gains (losses)			   4,534	      28	     5,001	   (39,923)
  Other						  40,107	  41,468	   123,519	   182,587
    Total Non-Interest Income			 257,934	 146,747	   675,730	   451,189

Non-Interest Expense:
  Salaries and employee benefits		 230,922	 144,868	   641,536	   438,365
  Net occupancy expense				  22,950	  18,583	    63,926	    51,252
  Furniture and equipment expense		  22,989	  18,880	    63,273	    53,197
  Other						 115,509	  91,008	   347,722	   274,447
    Total Non-Interest Expense			 392,370	 273,339	 1,116,457	   817,261
    Income Before Income Taxes			 191,376	 182,781	   525,881	   589,127
Applicable income taxes				  56,177	  54,922	   155,131	   189,970
    Net Income					$135,199	$127,859	$  370,750	$  399,157
Average number of shares outstanding		 227,657	 220,424	   223,424	   220,661
Average number of shares outstanding-diluted	 230,383	 221,615	   225,868	   221,862
Per share:
  Net income					   $0.59	   $0.58	     $1.66	     $1.81
  Net income-diluted				   $0.59	   $0.58	     $1.64	     $1.80
  Cash dividends declared			   $0.28	   $0.27	     $0.84	     $0.81

</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						   370,750						   370,750
  Other comprehensive income,
   net of tax
    Unrealized gains on available
    for sale securities, net of
    reclassification adjustment									 122,855	   122,855
  Comprehensive income*					   370,750				 122,855	   493,605
Cash dividends declared
 ($0.84 per common share)				  (185,833)						  (185,833)
Purchase of treasury stock					     (408,356)					  (408,356)
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	     405       7,997								     8,402
  Stock issued to employees
   under incentive plan		     184       8,100				     (8,717)			      (433)
  Amortization of unearned
   restricted stock								      3,158			     3,158
BALANCE AT SEPTEMBER 30, 2001	$143,275  $1,228,574	$2,518,202   $(52,508)	   $(12,511)	$123,763	$3,948,795

Disclosure of reclassification amount:
Unrealized holding gains on
 available for sale securities
 arising during period										$133,384
Less: Reclassification adjustment,
 net of tax, for gains and losses
 realized in net income										   3,251
Net unrealized gains on available
 for sale securities, net of tax								$130,133
FAS 133 other comprehensive loss								  (7,278)
  Comprehensive income										$122,855

</table>

*Comprehensive income as of September 30, 2000 was $459.0 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>
						 Nine Months Ended
						    September 30
						2001		2000
Operating Activities:
  Net income					$   370,750	$   399,157
  Adjustments to reconcile net cash provided by
    operating activities
   (Gain) on sale of credit card portfolio		 -0-	    (67,220)
   (Gain) on sale of specialty finance division		 -0-	     (4,113)
   Depreciation and amortization of premises
    and equipment				     50,936	     46,924
   Provision for loan losses			     87,490	     89,727
   Net (accretion) of securities		     (3,594)	     (2,575)
   Amortization of loans and other assets	     80,143	     57,563
   Amortization of deposits and borrowings	        705	        477
   Provision for losses on other real estate		 37	        561
   Deferred income taxes			     12,412	     55,862
   Loss (gain) on sale of premises and equipment      2,409	     (1,136)
   Realized securities (gains) losses		     (5,001)	     39,923
   (Increase) in trading account assets		     (1,941)	     (6,774)
   (Increase) decrease in mortgages held for
    sale					   (229,711)	    316,068
   (Increase) in margin receivables		    (72,506)		 -0-
   Decrease (increase) in interest receivable	     63,182	    (18,461)
   (Increase) in other assets			   (321,379)	   (137,770)
   Increase in other liabilities		    332,583	     29,422
   Stock issued to employees				 -0-	      3,088
   Other					      3,595	      2,204
       Net Cash Provided By Operating Activities    370,110	    802,927

Investing Activities:
  Net decrease (increase) in loans		    387,596      (2,905,025)
  Proceeds from sale of credit card portfolio		 -0-	    344,785
  Proceeds from sale of specialty finance
   division						 -0-	      8,063
  Proceeds from sale of securities available
   for sale					     24,517	  1,299,842
  Proceeds from maturity of investment
   securities					    153,423	    519,277
  Proceeds from maturity of securities available
   for sale					  3,885,177	    722,668
  Purchase of investment securities		    (20,302)	    (41,530)
  Purchase of securities available for sale	 (3,054,815)	   (504,472)
  Net (increase) decrease in interest-bearing
   deposits in other banks			   (437,592)	     13,853
  Proceeds from sale of premises and equipment	     18,316	     16,310
  Purchase of premises and equipment		    (62,346)	    (61,644)
  Net increase in customers' acceptance
   liability					     63,643	     47,824
  Acquisitions net of cash acquired		    (92,811)	    218,764
       Net Cash Provided (Used) By Investing
        Activities				    864,806	   (321,285)

Financing Activities:
  Net (decrease) increase in deposits		 (1,450,005)	  1,243,116
  Net increase (decrease) in short-term
   borrowings					    526,355	 (4,176,721)
  Proceeds from long-term borrowings		  1,145,490	  3,392,966
  Payments on long-term borrowings		   (821,628)	   (751,590)
  Net (decrease) in bank acceptance liability	    (63,643)	    (47,824)
  Cash dividends				   (185,833)	   (178,889)
  Purchase of treasury stock			   (408,356)	   (100,972)
  Proceeds from exercise of stock options	      8,402	      2,201
       Net Cash (Used) By Financing Activities	 (1,249,218)	   (617,713)
       (Decrease) in Cash and Cash Equivalents	    (14,302)	   (136,071)
Cash and Cash Equivalents, Beginning of Period	  1,306,422	  1,459,496

       Cash and Cash Equivalents, End of Period	$ 1,292,120	$ 1,323,425
</table>

See notes to consolidated financial statements.

<page>

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 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 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.

                                                            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(2)     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.
  (2)  - Subject to possible adjustment.

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 September 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 approximately $.06 per
diluted share for the three months ended September 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 designated as distinct reportable
segments 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 consists 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 nine months of
2001 and influences 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.

Nine  months ended September 30, 2001
(in thousands)
                          West      Central       East      Treasury

Net interest income      $274,431    $298,610    $308,664     $108,534
Provision for loan
  loss                     19,705      23,057      23,771       15,954
Non-interest income        86,447     105,942      73,465        6,733
Non-interest expense      183,622     179,154     179,687       36,942
Income taxes               59,202      75,991      67,141       23,462

   Net income            $ 98,349    $126,350    $111,530     $ 38,909

Average assets         $7,161,382  $8,431,598  $8,497,463  $15,741,930

(in thousands)          Mortgage   Investment                   Total
                        Banking      Banking       Other       Company

Net interest income      $ 14,416    $ 14,069      $ 35,374    $1,054,098
Provision for loan
  loss                      1,196          -0-        3,807        87,490
Non-interest income       102,039     245,627        55,477       675,730
Non-interest expense       84,408     222,049       230,595     1,116,457
Income taxes               11,559      13,995       (96,219)      155,131

   Net income             $19,292    $ 23,652      $(47,332)     $370,750

Average assets           $864,958  $2,462,544    $1,348,786   $44,508,661


Nine  months ended September 30, 2000
(in thousands)
                          West      Central       East      Treasury

Net interest income      $285,129    $323,370    $312,800    $(30,679)
Provision for loan
loss                       20,083      23,030      22,970      19,247
Non-interest income        73,291      96,974      63,366         171
Non-interest expense      171,148     163,665     163,479      16,280
Income taxes               66,202      92,959      76,429     (24,763)

   Net income            $100,987    $140,690    $113,288    $(41,272)

Average assets         $6,883,615  $8,054,924  $7,883,264  $17,747,214

(in thousands)          Mortgage   Investment                   Total
                        Banking      Banking       Other       Company

Net interest income       $ 8,827     $   422     $ 145,057    $1,044,926
Provision for loan
loss                          655          -0-        3,742        89,727
Non-interest income        99,527      31,884        85,976       451,189
Non-interest expense       77,061      27,614       198,014       817,261
Income taxes               11,759       1,763       (34,379)      189,970

   Net income             $18,879     $ 2,929       $63,656    $  399,157

Average assets           $825,067     $69,686    $1,217,324   $42,681,094

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 September
30, 2001, Regions recognized a $7 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 September 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 September 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 September 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.  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 September 30, 2001, were $45.7 billion --
an increase of 5% over a year earlier and 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 Rebsamen Insurance, Inc. and Morgan Keegan, Inc. (accounted for
as purchases).  Relevant acquisitions are summarized as follows:

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

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

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

LOANS

Total loans have declined 1% over the past 12 months and since
year-end.  Declines in real estate mortgage loans were partially
offset by growth in the commercial and industrial and consumer
categories.  Current loan balances are a reflection of slower
growth in the economy and management initiatives to reduce capital
allocated to lower margin loan products.  The average yield on
loans during the first nine months of 2001 was 8.39%, compared to
8.57% during the same period in 2000.

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

                             Sept. 30,  Dec. 31,  Sept. 30,
                               2001       2000      2000

    Non-accruing loans       $256,810   $197,974  $200,419
    Loans past due 90
     days or more              41,895     35,903    36,543
    Renegotiated loans         18,150     12,372    13,403
    Other real estate          31,198     28,443    23,270

       Total                 $348,053   $274,692  $273,635

    Non-performing assets
     as a percentage of
     loans and other real
     estate                     1.12%       .87%      .88%

Non-accruing loans have increased $56.4 million since September of
last year and $58.8 million since year-end. The increases were
primarily in the commercial and real estate categories. Loans past
due 90 days or more increased $5.4 million, compared to September
2000 and $6.0 million since year-end.  At September 30, 2001, real
estate loans comprised $132.8 million ($73.2 million in
residential) of total non-accruing loans, with commercial loans
accounting for $122.0 million and consumer loans $2.0 million.
Other real estate increased $7.9 million since September 2000 due
to increased foreclosures.

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

    Balance at beginning of period      $376,508    $338,375
    Net loans charged-off:
     Commercial                           47,799      13,133
     Real estate                           4,637       8,923
     Installment                          25,091      37,489

       Total                              77,527      59,545

    Allowance of acquired banks               -0-      5,142

    Provision charged to expense          87,490      89,727

    Balance at end of period            $386,471    $373,699

Net loan losses in the first nine months of 2001 and 2000 were
0.33% and 0.27% of average loans (annualized), respectively.  At
September 30, 2001 the allowance for loan losses stood at 1.25% 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 111%, respectively, at
September 30, 2001, compared to 149% and 137%, respectively, at
September 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 September 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 10% since September 30, 2000 and 8%
since year-end.  These declines resulted primarily from Regions'
decision to not reinvest all maturities from the securities
portfolio, but to use these funds to reduce short-term wholesale
funding.  Concurrently with the adoption of FASB Statement of
Financial Accounting Standards No. 133, during the first quarter
of 2001, Regions reclassified significantly all of its investment
securities to securities available for sale.

Mortgage loans held for sale have increased $202 million since
September 30, 2000 and $230 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 $2.8
billion during the first nine months of 2001, compared to $2.0
billion during the same time period in 2000.

Margin receivables at September 30, 2001 totaled $595.6 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 September 30, 2001
totaled $982.8 million compared to $2.4 million a year ago.  The
Morgan Keegan acquisition added $533 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 $24.5 million since year-end
and $26.2 million since September 30, 2000. These increases were
due primarily to premises and equipment obtained through
acquisitions.

Other assets increased $929 million over year-end and $930 million
over the third 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, issuance costs on
subordinated debt and other assets added in connection with the
Morgan Keegan transaction.

DEPOSITS

Total deposits have decreased 4% since September 30 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 September 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 $2.6 billion at September 30, 2001, $1.9 billion at year-
end and $1.6 billion at September 30, 2000. The level of federal
funds and security repurchase agreements can fluctuate sig
nificantly on a day-to-day basis, depending on funding needs and
which sources of funds are used to satisfy those needs.  During
the first nine months of 2001 net funds purchased averaged $1.6
billion compared to $3.1 billion for the same period of 2000,
indicating decreased reliance on overnight purchased funds as a
funding source.

Other short-term borrowings and commercial paper increased $683
million since September 30, 2000 and $1.2 billion since year-end.
These increases are the result of $989.6 million in due to
customer accounts associated with Morgan Keegan.  Long-term
borrowings have increased $333 million since year-end, and $418
million since September 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 to satisfy cash payments
associated with the first quarter acquisitions of Morgan Keegan
and Rebsamen.

STOCKHOLDERS' EQUITY

Stockholders' equity was $3.9 billion at September 30, 2001, an
increase of 18% over last year and an increase of 14% since year-
end. This increase results from the Company's net stock issuance
in connection with the Morgan Keegan transaction.  Accumulated
other comprehensive income (loss) totaled $123.8 million at
September 30, 2001, compared to $908,000 at year-end and $(75.2)
million at September of 2000.  Regions' ratio of equity to total
assets was 8.64% at September 30, 2001, compared to 7.70% 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 September 30,
2001, substantially exceeded all regulatory requirements.

Bank Regulatory Capital Requirements

                                          Minimum      Regions at
                                         Regulatory   September 30,
                                        Requirement        2001
Tier 1 capital to risk-adjusted assets     4.00%          9.28%
Total risk-based capital to
 risk-adjusted assets                      8.00          12.82
Tier 1 leverage ratio                      3.00           6.80

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 September 30, 2001 the
loan to deposit ratio was 101.10%, compared to 97.56% 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 nine months of 2001 increased
$9.2 million or 1%, compared to the same period in 2000.  The
increased net interest income resulted from higher levels of
earning assets and higher spreads on those earning assets.
Partially offsetting the higher spread was the funding costs
associated with the subordinated debt and trust preferred
securities issued in the first quarter of 2001. The net yield on
interest-earning assets (taxable equivalent basis) was 3.63% in
the first nine months of 2001 and 3.56% during the same period in
2000. For the third quarter of 2001, net interest income increased
$13.7 million compared to the same period in 2000 due to higher
levels of earning assets and improved spreads on those earning
assets.  The net yield on interest earning assets for the third
quarter of 2001 was 3.62%.

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 gradual (over a 12 month
period) 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                $ 39,515             2.67%
      +100                  21,893             1.48
      -100                 (25,527)           (1.72)
      -200                 (53,550)           (3.62)

PROVISION FOR LOAN LOSSES

The provision for loan losses was $87.5 million or .38% annualized
of average loans in the first nine months of 2001, compared to
$89.7 million or .40% annualized of average loans in the first
nine months of 2000. The provision for loan losses recorded in the
first nine months of 2001 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 $224.5 million or 50% compared
to the first nine months of 2000. On a quarterly basis, total non-
interest income increased $111.2 million or 76% over the third
quarter of 2000.  Brokerage and investment banking income
increased $206.5 million in the first nine months of 2001 and
$99.3 million in the third quarter of 2001, compared to the same
periods in 2000, due to the addition of Morgan Keegan. Third
quarter trust revenues were down slightly compared to 2000 due to
fluctuations in the market, though the year to date income
remained slightly ahead of the prior year.  A continuation of
pricing and management initiatives resulted in service charges on
deposit accounts increasing $27.0 million or 16% in the first nine
months of 2001 and $7.7 million or 13% in the third quarter of
2001, compared to the same periods in 2000.  Mortgage servicing
and origination fees increased 6% in the first nine months of 2001
and 10% in the third quarter of 2001, compared to 2000, primarily
due to higher levels of loan production in the first nine months
of 2001. The mortgage company's servicing portfolio totaled $19.9
billion at September 30, 2001, compared to $23.1 billion at
September 30, 2000.  Securities 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 $59.1 million in the first nine
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 decreased $1.4 million
or 3% compared to the third quarter of 2000. The decrease was due
mainly to reduced gains associated with the sale of mortgage
servicing rights.

NON-INTEREST EXPENSE

Total non-interest expense increased $299.2 million or 37% in the
first nine months of 2001 and $119.0 million or 44% in the third
quarter of 2001 compared to the same periods in 2000. The year-to-
date increase includes $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 $28.6 million or 4% in the first nine months of 2001 and
$1.9 million or 1% in the third 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 $203.2 million or 46% in the first nine months of 2001 and
$86.1 million or 59% in the third quarter of 2001 compared to the
same periods in 2000. Morgan Keegan and the non-recurring charges
accounted for $169.4 million of the increase in the first nine
months.  The remaining increases are due to a higher number of
employees (15,977 FTE as of September 30, 2001) resulting from
other acquisitions, coupled with normal merit increases and higher
benefit costs.  Net occupancy expense and furniture and equipment
expense increased 22% in the first nine months of 2001 and 23% in
the third 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 7% in the first nine months of 2001 and 2% in the third
quarter of 2001 over the same periods in 2000. Other non-interest
expense increased $73.3 million or 27% in the first nine months of
2001 and $24.5 million or 27% in the third quarter of 2001
compared to the same periods in 2000. The increase during the
first nine months of 2001 resulted from $14.4 million of non-
recurring charges and $52.0 million associated with Morgan Keegan.
Contributing to the third quarter increase was a $3.0 million
charge due to impairment of mortgage servicing rights.  Further
declines in base mortgage rates could lead to additional
impairment of mortgage servicing rights.

TAXES

Income tax expense decreased $34.8 million or 18% over the first
nine months of 2000. For the third quarter of 2001, income tax
expense increased $1.3 million or 2% compared to 2000. The decline
during the first nine months of 2001 compared to 2000 resulted
from lower levels of taxable income and the continued realization
of certain tax planning strategies. Regions' effective tax rate
for the first nine months of 2001 and 2000 were 29.5% and 32.2%,
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

NET INCOME

Net income for the third quarter totaled $135.2 million or $.59 per
diluted share, a 2% increase (on a per share diluted basis)
compared to the third quarter of 2000.  Year-to-date net income
totaled $370.8 million or $1.64 per diluted share, a 9% decline (on
a per share diluted basis) compared to the first nine 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, was $388.6
million for the first nine months of 2001 or $1.72 per diluted
share compared to $381.4 million or $1.72 per diluted share for the
same period in 2000.  Annualized return on stockholders' equity
during the first nine months of 2001 was 13.44% based on net income
and 14.09% based on operating income.  In the first nine months of
2000, annualized return on stockholders' equity was 16.79% based on
net income and 16.04% based on operating income. Annualized return
on assets during the first nine months of 2001 was 1.11% based on
net income and 1.17% based on operating income compared to 1.25%
and 1.19% during the same period in 2000.

Pursuant to the FASB's recent decision to discontinue the
amortization of excess purchase price (see note C), beginning in
2002, Regions will not be required to continue amortizing excess
purchase price.  Cash basis earnings per diluted share, which
excludes the amortization of excess purchase price, totaled $.65
for the third quarter of 2001, an increase of 7% over the same
period in 2000.


<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 third
          quarter of 2001.

          However, a report on Form 8-K, dated October 18, 2001,
          was filed October 25, 2001, under item 5 in connection
          with the Registrant's results of operations for the nine
          months and quarter ended September 30, 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:  November 13, 2001        /s/ D. Bryan Jordan
                                D. Bryan Jordan
                                Executive Vice President and
                                  Comptroller
                                (Chief Accounting Officer and
                                  Duly Authorized Officer)