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

			FORM 10-Q/A

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


FOR THE QUARTER ENDED JUNE 30, 1999 	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-223,903,236 shares outstanding
			    as of July 31, 1999

<PAGE>
			REGIONS FINANCIAL CORPORATION

				   INDEX



								Page Number

	PART I.	FINANCIAL INFORMATION


	Item 1.	Financial Statements (Unaudited)


		Consolidated Statements of Condition -
		June 30, 1999, December 31, 1998
		and June 30, 1998				      2


		Consolidated Statements of Income -
		Three months ended June 30, 1999 and
		June 30, 1998 and Six months ended
		June 30, 1999 and June 30, 1998			      3

		Consolidated Statement of Stockholders' Equity -
		Six months ended June 30, 1999			      4


		Consolidated Statements of Cash Flows -
		Six months ended June 30, 1999 and
		June 30, 1998			  	   	      5


		Notes to Consolidated Financial Statements -
		June 30, 1999			 	   	      6




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


	PART II. OTHER INFORMATION

	Item 4.	Submission of Matters to a Vote of Security
		Holders						     20

	Item 6.	Exhibits and Reports on Form 8-K		     20



	SIGNATURES						     21

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

<TABLE>
<S>						<C>		<C>		<C>
						  June 30  	 December 31      June 30
						    1999	    1998	    1998

ASSETS
Cash and due from banks				$ 1,350,476	$ 1,619,006	$ 1,393,961
Interest-bearing deposits in other banks	     77,255	    143,965	     98,907
Investment securities				  3,327,552	  3,125,114	  2,787,680
Securities available for sale			  5,512,854 	  4,844,023	  4,444,509
Trading account assets				     23,982	     49,387	     18,532
Mortgage loans held for sale			  1,266,412	    927,668	    717,557
Federal funds sold and securities
 purchased under agreement to resell		     58,192	    233,941	    245,393
Loans						 26,621,557	 24,430,113	 23,728,897
Unearned income					    (68,872)	    (64,526)	    (70,600)
 Loans, net of unearned income			 26,552,685	 24,365,587	 23,658,297
Allowance for loan losses			   (326,982)	   (315,412)	   (331,633)
 Net Loans					 26,225,703	 24,050,175	 23,326,664
Premises and equipment				    571,564	    534,425	    519,719
Interest receivable				    302,125	    292,036	    269,421
Due from customers on acceptances		     54,339	     57,046	     64,219
Other assets					  1,016,127	    955,154	    840,257
						$39,786,581	$36,831,940	$34,726,819
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
 Non-interest-bearing				$ 4,569,264	$ 4,577,125	$ 3,869,690
 Interest-bearing				 23,857,947	 23,772,941	 23,382,332
  Total Deposits				 28,427,211	 28,350,066	 27,252,022
Borrowed funds:
 Short-term borrowings:
  Federal funds purchased and securities
   sold under agreement to repurchase		  3,922,436	  2,067,278	  1,537,299
  Commercial paper				     56,750 	     56,750	     54,750
  Other short-term borrowings			  3,457,604	  2,372,700	  2,114,740
   Total Short-term Borrowings			  7,436,790 	  4,496,728	  3,706,789
 Long-term borrowings				    388,377  	    571,040	    421,665
   Total Borrowed Funds				  7,825,167   	  5,067,768	  4,128,454
Bank acceptances outstanding			     54,339	     57,046	     64,219
Other liabilities				    348,423	    356,659	    355,112
   Total Liabilities				 36,655,140	 33,831,539	 31,799,807
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 -
  224,018,774; 221,305,715; and
  220,518,856 shares, respectively		    140,012	    138,316	    137,834
 Surplus					  1,167,994	  1,147,357	  1,127,762
 Undivided profits				  1,893,778	  1,729,334	  1,654,807
 Treasury stock, at cost - 888;
  851,588; and 15,943 shares, respectively	        (34)	    (32,603)	       (634)
 Unearned restricted stock		  	     (5,765)  	     (6,955)	     (8,145)
 Accumulated other comprehensive income		    (64,544)	     24,952	     15,388
   Total Stockholders' Equity			  3,131,441	  3,000,401	  2,927,012
						$39,786,581	$36,831,940	$34,726,819
</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>
<S>						<C>		<C>		<C>		<C>
			 			 Three Months Ended		Six Months Ended
							June 30			     June 30
		                                 1999		1998		1999		1998

Interest Income:
  Interest and fees on loans			$540,192	$520,528	$1,052,670	$1,024,471
  Interest on securities:
    Taxable interest income			 128,773	 102,226	   250,535	   200,271
    Tax-exempt interest income			   9,761	  10,461	    19,559	    21,652
    Total Interest on Securities		 138,534	 112,687	   270,094	   221,923
  Interest on mortgage loans held
   for sale					  17,548	   9,193	    38,184	    18,209
  Income on federal funds sold and
   securities purchased under agreement
   to resell					     937	   3,526	     1,875	     8,082
  Interest on time deposits in other banks	     573	   1,054	     1,087	     2,095
  Interest on trading account assets		     352	     115	       667	       420
    Total Interest Income			 698,136	 647,103	 1,364,577	 1,275,200

Interest Expense:
  Interest on deposits				 255,257	 270,753	   512,712	   530,092
  Interest on short-term borrowings		  72,928	  36,687	   130,527	    71,204
  Interest on long-term borrowings		   7,685	   7,512	    16,475	    15,433
    Total Interest Expense			 335,870	 314,952	   659,714	   616,729
    Net Interest Income				 362,266	 332,151	   704,863	   658,471

Provision for loan losses			  23,944	  14,516	    44,682	    28,935
    Net Interest Income After Provision
     for Loan Losses				 338,322	 317,635	   660,181	   629,536

Non-Interest Income:
  Trust department income		 	  12,610	  12,275	    25,361	    25,431
  Service charges on deposit accounts	 	  46,845	  41,873	    91,657	    82,065
  Mortgage servicing and origination fees	  26,453	  30,178	    59,537	    56,396
  Securities gains 				      22	   2,938	        38	     3,042
  Other						  35,861	  34,079	    88,313	    62,766
    Total Non-Interest Income			 121,791	 121,343	   264,906	   229,700

Non-Interest Expense:
  Salaries and employee benefits		 138,723	 134,417	   275,372	   265,688
  Net occupancy expense				  14,334	  16,242	    28,990	    31,411
  Furniture and equipment expense		  16,322	  16,083	    32,852	    30,883
  Other						  90,845	  81,755	   185,585	   162,537
    Total Non-Interest Expense			 260,224	 248,497	   522,799	   490,519
    Income Before Income Taxes			 199,889	 190,481	   402,288	   368,717
Applicable income taxes 			  63,900	  64,124	   136,919	   125,296
    Net Income					$135,989	$126,357	  $265,369	  $243,421
Average number of shares outstanding		 223,995	 220,392	   223,206	   219,921
Average number of shares outstanding-diluted     226,887	 224,630	   226,181	   224,039
Per share:
  Net income					   $0.61	   $0.57	     $1.19	     $1.11
  Net income-diluted				   $0.60	   $0.56	     $1.17	     $1.09
  Cash dividends declared			   $0.25	   $0.23	     $0.50	     $0.46
</TABLE>

See notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<S>					<C>		<C>		<C>		<C>		<C>		<C>		<C>
															Accumulated
													Unearned	Other
									Undivided	Treasury	Restricted	Comprehensive
					Common		Surplus		Profits		Stock		Stock		Income		Total
BALANCE AT JANUARY 1, 1999		$138,316	$1,147,357	$1,729,334	$(32,603)	$(6,955)	$24,952		$3,000,401
Comprehensive Income:
  Net Income								   265,369							   265,369
  Other comprehensive income, net of
   tax
    Unrealized (losses) on available
     for sale securities, net of
     reclassification adjustment											(89,496)	   (89,496)
  Comprehensive income*							   265,369					(89,496)	   175,873
Equity from acquisitions accounted for
 as poolings of interests	   	   1,085	    12,410	    11,417  							    24,912
Cash dividends declared ($0.50 per
 common share)								  (112,342)							  (112,342)
Purchase of treasury stock								 (42,770)					   (42,770)
Treasury stock retired and reissued
 related to acquisitions accounted for
 as purchases				  (1,234)	   (74,105)			  75,339						 0
Common stock transactions:
  Stock issued for acquisitions		   1,234 	    67,917  									    69,151
  Stock issued to employees under
   incentive plan			      78	     4,660 									     4,738
  Stock options exercised		     533	     9,755 									    10,288
  Amortization of unearned restricted
   stock												  1,190				     1,190
BALANCE AT JUNE 30, 1999		$140,012	$1,167,994	 $1,893,778	$    (34)	$(5,765)       $(64,544)	$3,131,441
Disclosure of reclassification amount:
Unrealized holding (losses) on
 available for sale securities arising
 during period													       $(89,471)
Less:Reclassification adjustment, net
 of tax, for gains and losses realized
 in net income														     25
Net unrealized gains on available for
 sale securities, net of tax											       $(89,496)
*Comprehensive income for the six and three months ended June 30, 1998 was $242.9 million and $130.3 million respectively.
Comprehensive income for the three months ended June 30, 1999 was $67.5 million.
</TABLE>
See notes to consolidated financial statements.

<PAGE>

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

<TABLE>
<S>								<C>		<C>
								 Six Months Ended
								     June 30
								1999            1998
Operating Activities:
  Net income							$   265,369	$   243,421
  Adjustments to reconcile net cash provided by
    operating activities
   Depreciation and amortization of premises and equipment	     26,957	     32,353
   Provision for loan losses					     44,682	     28,935
   Net (accretion) of securities				        (89)	        (15)
   Amortization of loans and other assets			     35,242	     21,330
   Amortization of deposits and borrowings			        169	        123
   Provision for losses on other real estate			        103	         59
   Deferred income taxes					      2,920	      2,686
   Gain on sale of premises and equipment			     (1,025)	       (114)
   Realized securities (gains)					        (38)	     (3,042)
   Decrease in trading account assets				     25,405	     32,027
   (Increase) in mortgages held for sale			   (338,744)	   (361,301)
   (Increase) in interest receivable				     (3,930)	    (37,934)
   (Increase) in other assets					    (90,311)	    (79,420)
   Increase (decrease) in other liabilities			     42,841	    (80,506)
   Stock issued to employees					      4,959	     14,717
   Other							      1,191	      1,676
       Net Cash Provided (Used) By Operating Activities		     15,701 	   (185,005)

Investing Activities:
  Net (increase) in loans 					 (1,790,512)	   (563,236)
  Proceeds from sale of securities available for sale		      1,752	    612,272
  Proceeds from maturity of investment securities		    352,421	    986,086
  Proceeds from maturity of securities available for sale	  1,440,976	  1,404,220
  Purchase of investment securities				   (701,570)	   (472,507)
  Purchase of securities available for sale			 (2,016,802)	 (3,087,162)
  Net decrease (increase) in interest-bearing deposits in
   other banks							     67,812	     (7,778)
  Proceeds from sale of premises and equipment			     15,305	      3,360
  Purchase of premises and equipment				    (63,221)	    (44,934)
  Net decrease in customers' acceptance liability		      2,707   	     93,043
  Net cash received in acquisitions				    130,150	     23,598
       Net Cash (Used) By Investing Activities			 (2,560,982)	 (1,053,038)

Financing Activities:
  Net (decrease) increase in deposits				   (496,308)	    677,344
  Net increase in short-term borrowings				  2,936,504	    986,243
  Proceeds from long-term borrowings				    422,020	    213,408
  Payments on long-term borrowings				   (613,683)	   (296,840)
  Net (decrease) in bank acceptance liability			     (2,707)	    (93,043)
  Cash dividends						   (112,342)	    (89,530)
  Purchase of treasury stock					    (42,770)		 -0-
  Issuance of stock by pooled company				         -0-	    (74,270)
  Proceeds from exercise of stock options			     10,288	      4,603
       Net Cash Provided By Financing Activities		  2,101,002	  1,327,915
       (Decrease) Increase in Cash and Cash Equivalents		   (444,279)	     89,872
Cash and Cash Equivalents, Beginning of Period			  1,852,947	  1,549,482
       Cash and Cash Equivalents, End of Period			 $1,408,668	 $1,639,354
</TABLE>
See notes to consolidated financial statements.



<PAGE>

		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

				JUNE 30, 1999



NOTE A -- Basis of Presentation

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q,
and, therefore, do not include all information and footnotes
necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted
accounting principles.  For a summary of significant accounting
policies that have been consistently followed, see NOTE A to the
Consolidated Financial Statements included 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.

Prior period financial information has been restated for the
business combinations with First Commercial Corporation (First
Commercial) and other pooled companies, which were consummated in
the third quarter of 1998. These transactions were accounted for
as poolings of interests according to generally accepted
accounting principles.

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


NOTE B -- Business Combinations

Regions completed no business combinations in the second quarter
of 1999.

As explained in Note A, Regions restated the prior period
financial information for the First Commercial transaction and
other pooled companies, which were closed in the third quarter of
1998.

The following table presents financial information as reported by
Regions, First Commercial, other pooled companies and on a
combined basis for the six months ended June 30, 1998.

(in thousands, except per share data)

Net interest income:
  Regions                    $490,858
  First Commercial            146,274
  Other pooled companies       21,339
  Combined                   $658,471

Net income:
  Regions                    $175,846
  First Commercial             60,472
  Other pooled companies        7,103
  Combined                   $243,421

Net income per common share:
  Regions                    $1.17
  Combined                   $1.11

Net income per common share - diluted:
  Regions                    $1.15
  Combined                   $1.09

NOTE C -- 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.


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

LCB
Corporation,
of 					Regions
Fayetteville, 				Common
Tennessee		$175		Stock		15.789		  1,232

North Alabama 				Regions
Bank of Hazel 				Common
Green, Alabama		  55		Stock		 3.947		    395

Minden
Bancshares,
Inc. of 				Regions
Minden, 				Common
Louisiana		 332		Stock		 8.000		  2,245

(1) - Based on the number of shares of outstanding stock of each
       institution as of the announcement date.
</TABLE>

NOTE D -- New Accounting Standards

In June 1999, The FASB issued Statement of Financial Accounting
Standards No. 137, 'Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133' (Statement 137). Statement 137 defers for one
year the effective date of FASB Statement of Financial Accounting
Standards No. 133, 'Accounting for Derivatives Instruments and
Hedging Activities' (Statement 133). 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. As amended,
Statement 133 is effective for quarters in fiscal years beginning
after June 15, 2000. Regions is currently evaluating the impact of
Statement 133 on its financial position and results of operations.

NOTE E -- Year 2000 Compliance

The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the applicable
year.  Any of the Company's computer programs or hardware that
have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000.  This
could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a
temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

Based on past assessments, the Company determined that it would be
required to upgrade significant portions of its software and
selected hardware so that those systems would properly utilize
dates beyond December 31, 1999.  The Company presently believes
that with these upgrades of existing software and selected
hardware, the Year 2000 Issue can be mitigated.

The Company's plan to resolve the Year 2000 Issue involves the
following five steps: awareness of the potential problems Year
2000 can present, inventory and assessment of where potential
problems are within the company, renovation and repair of
noncompliant systems, testing and validation of solutions, and
implementation.  Regions began planning its Year 2000 strategy in
1996 and has since formed a project office composed of five people
who manage the project on a full-time basis.  Additionally, a task
force composed of individuals representing all business units
within the corporation, and a leadership committee representing
all areas of the Company have been formed to support the project
office.  The task force and leadership team provide reports to the
Audit Committee of the Board of Directors and to the Board of
Directors on a regular basis. Regions is utilizing both internal
and external resources to reprogram, replace, and test software
and other components of its systems for Year 2000 modifications.
Systems have been scheduled for modification based on a risk-
adjusted priority to ensure that mission-critical systems are
completed in time to allow for extended testing.

To date, Regions has completed its awareness, assessment,
renovation and testing steps.  The Company has completed the
installation of the Year 2000 releases provided by vendors on its
core-business systems and has completed the century date testing
and validation of its core business systems.  Regions will
continue to communicate with its vendors and install any
additional code releases through 1999.

Approximately ninety percent of Regions' software is supplied by
outside suppliers affecting most significant systems of the
Company.  Regions has initiated formal communications with all of
its significant suppliers and large customers to determine the
extent to which Regions is vulnerable to those third parties'
failure to remediate their own Year 2000 Issue. Regions is
spending the majority of its Year 2000 resource allocation
installing and testing vendor releases, and has hired consultants
to ensure that communications are proceeding properly with
vendors.  To date, Regions is not aware of any external agent with
a Year 2000 Issue that would materially impact Regions' results of
operations, liquidity or capital resources.

The projected total cost of the Year 2000 project is currently
estimated at approximately $20 million and is being funded through
operating cash flows. The projected total costs includes personnel
costs and other operating expenses related to the modification of
systems and applications, as well as the cost to purchase or lease
certain hardware and software.  Personnel costs and other
operating expenses associated with the Year 2000 project will be
expensed in the period incurred.  The costs of hardware and
software associated with the Year 2000 project will be capitalized
in accordance with normal policy.  The costs of the project and
the date on which Regions plans to complete Year 2000
modifications are based on management's best estimates, which were
derived utilizing numerous assumptions of future events including
the continued availability of certain resources, third party
modification plans and other factors. However, there can be no
assurance that these estimates will be achieved and actual results
could differ materially from those plans. From initiation of the
project through June 30, 1999, a cumulative total of approximately
$13.8 million had been spent on the assessment of and efforts in
connection with the Year 2000 project, including the renovation
and repair of noncompliant systems.  This includes approximately
$10.2 million expended in 1997 and 1998 (including $2 million for
hardware and software) and $3.6 million expended to date in 1999.
The majority of the remaining cost will be spent on personnel
costs and consultant fees.

Management of Regions believes it has an effective program in
place to resolve the Year 2000 issue in a timely manner.  As noted
above, the Company is nearing completion of all necessary phases
of the Year 2000 program.  The mission-critical systems have been
upgraded.  However, disruptions in the economy that are beyond the
Company's control resulting from Year 2000 issues could materially
adversely affect the Company. Furthermore, the Company has no
means of ensuring that external agents will be Year 2000 ready.
The inability of external agents to complete their Year 2000
resolution process in a timely fashion could materially impact the
Company's operations, the estimated costs of the Year 2000
project, and the target dates for completion.  The effect of non-
compliance by external agents is not determinable.  The Company
could be subject to litigation for computer systems product
failure, for example, equipment shutdown or failure to properly
date business records.  The amount of potential liability and lost
revenue cannot be reasonably estimated at this time.

Management is continuing to develop contingency plans in the event
that efforts to renovate Regions' systems are not fully successful
or are not completed in accordance with current expectations. The
contingency plans represent an enhancement of Regions' existing
business resumption plans to safeguard Regions under various Year
2000 scenarios. The contingency plans are being designed to
address failures of systems outside Regions. The contingency plans
include the use of third party service providers, alternative
commercial vendors, alternative data security and other
contingency service suppliers.

NOTE F -- Announced Stock Repurchase

On July 21, 1999, Regions Board of Directors authorized the
repurchase of up to 12 million shares, approximately 5.4% of
outstanding shares, of the Registrant's common stock. The
purchases would be made from time to time in the open market or in
privately negotiated transactions and are expected to be completed
over the next 24 months, depending on market conditions and other
factors.

NOTE G. Business Segment Information

In 1998, Regions adopted FASB No. 131, Disclosures About Segments of an
Enterprise and Related Information.  This statement requires additional
financial disclosure of segment information in the manner in which management
organizes the segments within the enterprise for making operating decisions
and assessing performance.  The new disclosures are as follows.

Regions segment information is presented geographically, based on Regions'
six 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 six reportable regions are Central, North,
Northeast, South, Southwest, and West.  These regions have separate
managements that are responsible for the operation of each business unit. The
Central region mainly consists of central Alabama and all of South Carolina.
The Northern region is made up of north Alabama and middle Tennessee.
Regions' Georgia franchise comprises the Northeast region.  The South region
consists primarily of south Alabama and the Florida panhandle. The Southwest
region is made up of west Alabama, all of Louisiana and central Florida.
The West region consists of Arkansas, east Texas and west Tennessee.  In
addition, Regions has included the activity of its mortgage banking segment.
The other reportable segments include activity of Regions' broker dealer and
insurance subsidiaries, the indirect 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.

1999
(in thousands)
<TABLE>
<S>			<C>		<C>		<C>		<C>		<C>
			Central		North		Northeast	South		Southwest
Net interest income	   $96,670	   $61,973	  $102,790	    $86,775	  $108,536
Provision for loan loss      6,426	     3,272	     6,249	      4,982	     6,059
Non-interest income	    28,099	    16,236	    26,290  	     26,382	    26,872
Non-interest expense	    53,612	    34,077	    58,722	     45,089	    59,351
Income taxes		    23,980	    15,643	    24,872	     22,951	    26,802

   Net income 	 	   $40,751	   $25,217	  $ 39,237	    $40,135	  $ 43,196

Average assets		$4,360,295	$3,195,649	$4,403,351	 $4,115,098	$5,519,817

					Mortgage			Total
			West		Banking		Other 		Company
Net interest income 	  $132,081	   $ 6,598	  $109,440	   $704,863
Provision for loan loss      7,410 	        42	    10,242	     44,682
Non-interest income	    33,335 	    71,081	    36,611 	    264,906
Non-interest expense	    73,905	    63,770	   134,273	    522,799
Income taxes		    32,588	     5,001	   (14,918)	    136,919

   Net income		   $51,513	   $ 8,866	   $16,454	   $265,369

Average assets		$5,824,457	$1,447,896	$9,299,484	$38,166,047

1998
			Central		North		Northeast	South		Southwest
Net interest income	   $97,023	   $53,935	   $98,826	    $81,923	  $101,004
Provision for loan loss      4,412	     2,105	     3,973	      3,282	     4,091
Non-interest income	    24,638	    14,006	    20,985  	     25,673	    22,064
Non-interest expense	    52,900	    29,223	    58,136	     43,017	    58,450
Income taxes		    24,231	    13,780	    22,214	     22,512	    23,217

   Net income		   $40,118	   $22,833	   $35,488	    $38,785	   $37,310

Average assets		$4,304,125	$2,762,189	$4,050,999	 $3,952,146	$4,968,195

					Mortgage			Total
			West		Banking		Other		Company
Net interest income	  $123,187	   $ 5,544	   $97,029	   $658,471
Provision for loan loss	     7,418 	        17	     3,637	     28,935
Non-interest income	    27,790 	    71,679	    22,865 	    229,700
Non-interest expense	    73,407	    55,694	   119,692	    490,519
Income taxes		    27,745	     8,203	   (16,606)	    125,296

   Net income		   $42,407	   $13,309	   $13,171 	   $243,421

Average assets		$6,068,717	  $811,976	$6,432,819	$33,351,166
</TABLE>

<PAGE>

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

Regions' total assets at June 30, 1999, were $39.8 billion -- an
increase of 15% over a year earlier.  This increase was due to
growth in almost all categories of assets, particularly loans and
securities, due to acquisition activity and internal growth.
Since year-end 1998, total assets have increased 8%, due primarily
to acquisition activity and internal growth.

Comparisons with the prior year are affected by the acquisition of
St. James Bancorporation, Inc., EFC Holdings Corporation, Arkansas
Banking Company and the branch purchase from First Union National
Bank (accounted for as purchases) and by the business combinations
with Meigs County Bancshares, Inc., VB&T Bancshares Corporation
and Bullsboro BancShares, Inc. (all of which were accounted for as
poolings of interests).  Prior year financial information has not
been restated to give effect to the Meigs County, VB&T, and
Bullsboro transactions since the effect is not material. Prior
period financial information has been restated for the business
combination with First Commercial Corporation and other pooled
companies which were closed in the third quarter of 1998. Relevant
1998 and 1999 acquisitions (excluding the business combinations
for which the prior period financial information has been
restated) are summarized as follows:

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

September 	Branches of First	Valdosta,	$108,913	Purchase
1998		Union National		Georgia
		Bank

November 	EFC Holdings 		Charlotte, 	  63,147	Purchase
1998		Corporation		North Carolina

December 	St. James 		Lutcher, 	 171,572	Purchase
1998		Bancorporation,		Louisiana
		Inc.

January 	Meigs County 		Decatur, 	 114,407	Pooling
1999		Bancshares, Inc.	Tennessee

January 	VB&T Bancshares 	Valdosta, 	  75,733	Pooling
1999		Corporation		Georgia

January 	Bullsboro 		Newnan, 	 100,682	Pooling
1999		BancShares, Inc.	Georgia

March 		Arkansas Banking 	Jonesboro, 	 354,981	Purchase
1999		Company			Arkansas
</TABLE>

Loans have increased 12% since a year ago. During the third
quarter of 1998, Regions securitized $534 million of mortgage
loans.  Loans added from the purchase acquisitions, combined with
the three pooling transactions, offset the effect of the
securitization. The 12% increase was attributable primarily to
growth in the real estate loan portfolio.  Since year-end, total
loans have increased 9%, due to $433 million in loans added by
acquisitions and $1.8 billion in internal growth. The average
yield on loans during the first six months of 1999 was 8.38%,
compared to 9.00% during the same period in 1998.  This decrease
was primarily the result of lower average base lending rates.



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

				June 30,	Dec. 31,	June 30,
				  1999		  1998		  1998

	Non-accruing loans	$159,103	$124,718	$167,343
	Loans past due 90
	 days or more	 	  99,575  	 134,411	  42,202
	Renegotiated loans	   5,849	   4,550	   4,084
	Other real estate	  13,942	  17,273	  21,932

	  Total			$278,469	$280,952	$235,561

	Non-performing assets
	 as a percentage of
	 loans and other real
	 estate			   1.05%	   1.15%	    .99%

Non-accruing loans have decreased $8.2 million since June of last
year but increased $34.4 million since year end. The increase over
year end was primarily in the commercial real estate category
resulting from the transfer of certain credits to non-accrual
status. Loans past due 90 days or more increased $57.4 million,
compared to June 1998, primarily due to a change in policy (to no
longer transfer consumer loans past due 90 days or more to non-
accrual status as a matter of course). At June 30, 1999, real
estate loans comprised $111.8 million of total non-accruing loans,
with commercial loans accounting for $46.4 million and consumer
loans $0.9 million. Other real estate decreased $3.3 million since
year end, and $8.0 million since June 1998, due primarily to the
disposition and writedown of several parcels of other real estate.


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

		         		June 30,	June 30,
					  1999		  1998

	Balance at beginning of period	$315,412	$304,223
	Net loans charged-off:
	 Commercial			  10,666	   3,673
	 Real estate			   1,171	   1,041
	 Installment			  26,809	  19,078

	   Total			  38,646	  23,792

	Allowance of acquired banks	   5,534	  22,267

	Provision charged to expense	  44,682	  28,935

	Balance at end of period	$326,982	$331,633


Net loan losses in the first six months of 1999 and 1998 were
0.31% and 0.21% of average loans (annualized), respectively. The
higher levels of loan losses are due to increased charge-offs of
consumer loans and specific commercial credits. At June 30, 1999
the allowance for loan losses stood at 1.23% of loans, compared to
1.40% a year ago and 1.29% at year end. The allowance for loan
losses as a percentage of non-performing loans and non-performing
assets was 124% and 117%, respectively, at June 30, 1999, compared
to 155% and 141%, respectively, at June 30, 1998.

The allowance for loan losses is maintained at a level deemed
adequate by management to absorb possible losses from loans in the
portfolio.  In determining the adequacy of the allowance for loan
losses, management considers numerous factors, including but not
limited to: (1) management's estimate of future economic
conditions and the resulting impact on Regions, (2) management's
estimate of the financial condition and liquidity of certain loan
customers, and (3) management's estimate of collateral values of
property securing certain loans.  Because all of these factors and
others involve the use of management's estimation and judgment,
the allowance for loan losses is inherently subject to adjustment
at future dates.  At June 30, 1999, 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 consumer 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 uses a systematic approach to determine the adequacy of
allowance for loan losses. Regions' systematic approach includes
assigning loss factors, based on historical data as adjusted for
current business and economic conditions, to portfolios of loans
with similar characteristics for which estimates of inherent
probable losses can be made.  The loss factors are applied to the
respective portfolios in order to determine the overall allowance
adequacy.

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.

Total securities have increased 22% since a year ago and 11% since
year end, as a result of securities added by acquisitions in 1999,
the securitization of real estate mortgage loans in the third
quarter of 1998 (which resulted in a $534 million increase in
available for sale securities) and increased balance sheet
leveraging.

Mortgage loans held for sale have increased $549 million since
June 30, 1998 and $339 million since year end as a result of
record levels of residential mortgage loan production at Regions'
mortgage banking subsidiary on a year-to-date basis. Residential
mortgage loan production at Regions' mortgage banking subsidiary
was approximately $3.2 billion during the first six months of
1999, compared to $2.0 billion during the same time period in
1998.

Interest-bearing deposits in other banks at June 30, 1999 totaled
$77.3 million, a decrease of $21.7 million compared to a year ago
and $66.7 million compared to year end.  These decreases resulted
from the utilization of alternative investments as opposed to the
interest bearing deposits, which were acquired in connection with
acquisitions.

Net federal funds purchased and security repurchase agreements
totaled $3.9 billion at June 30, 1999, $1.8 billion at year end
and $1.3 billion at June 30, 1998. The level of federal funds and
security agreements can fluctuate significantly on a day-to-day
basis, depending on funding needs and which sources of funds are
used to satisfy those needs.  During the first six months of 1999
net funds purchased averaged $2.4 billion compared to $1.3 billion
for the same period of 1998, indicating increased reliance on
purchased funds to support earning asset growth since June of
1998.

Premises and equipment have increased $37.1 million since year end
and $51.8 million since June 30, 1998. These increases were due
primarily to the addition of premises and equipment obtained
through acquisitions since December 1998 and the installation of
new branch equipment.

Other assets have increased $61.0 million since year end, and
$175.9 million since the second quarter of last year. These
increases were due primarily to higher excess purchase price due
to acquisitions, as well as increased investments in low-income
housing partnerships and increased mortgage servicing rights.

Total deposits have increased 4% since June 30 of last year.  The
deposits acquired in connection with acquisitions resulted in a 3%
increase, with the remaining 1% increase attributable to internal
growth. The internal growth resulted primarily from increases in
interest-bearing checking accounts and large certificates of
deposit. Since year end, total deposits have declined slightly
after adjusting for the deposits acquired in connection with
acquisitions during the first quarter of 1999.

Other short-term borrowings increased $1.3 billion since June 30,
1998 and $1.1 billion since year end. These increases are the
result of Regions' increased utilization of Federal Home Loan Bank
structured notes as a short-term funding source due to more
favorable rates on this funding source relative to other sources
of funding.

Long-term borrowings have decreased $182.7 million since year end,
and $33.3 million since June 30, 1998.  The declines in long-term
borrowings resulted primarily from maturities of Federal Home Loan
Bank advances and other long term notes payable.

Stockholders' equity was $3.1 billion at June 30, 1999, an
increase of 7% over last year and an increase of 4% since year
end.  These increases resulted primarily from internally generated
capital and equity added in connection with acquisitions since
December 1998.  Accumulated other comprehensive income totaled
$(64.5) million at June 30, 1999, compared to $25.0 million at
year end and $15.4 million at June of 1998.  Regions' ratio of
equity to total assets was 7.87% at June 30, 1999, compared to
8.43% a year ago and 8.15% at year end.

Regions' primary sources of liquidity are maturities from its loan
and securities portfolios. In addition to these sources of
liquidity, Regions has access to purchased funds in the state and
national money markets. Liquidity is further enhanced by a
relatively stable source of deposits. At June 30, 1999, the loan
to deposit ratio was 93.41%, compared to 86.81% a year ago and
85.95% at year end.  Regions' management places constant emphasis
on the maintenance of adequate liquidity to meet conditions that
might reasonably be expected to occur.

Net interest income for the first six months of 1999 increased
$46.4 million or 7%, compared to the same period in 1998. The
increased net interest income resulted from a higher level of
earning assets, partially offset by lower spreads on those earning
assets.  The net yield on interest-earning assets (taxable
equivalent basis) was 4.09% in the first six months of 1999,
compared to 4.38% in the same period in 1998.  This ratio
decreased due to unfavorable repricing of the securities and loan
portfolios partially offset by lower funding costs in the first
half of 1999. For the second quarter of 1999, net interest income
increased $30.1 million or 9% compared to the same period in 1998
due to higher levels of earning assets.

The provision for loan losses was $44.7 million or .35% annualized
of average loans in the first half of 1999, compared to $28.9
million or .25% annualized of average loans in the first half of
1998. A higher provision for loan losses was recorded in the first
half of 1999 because of higher net charge-offs and growth in the
loan portfolio. Acquisitions added $5.5 million to the allowance
for loan losses in the first quarter of 1999.

Total non-interest income increased $35.2 million or 15% over the
first six months of 1998. On a quarterly basis, total non-interest
income increased slightly over the second quarter of 1998.  Trust
department income declined slightly compared to the first half of
1998 due to lower advisory fees from mutual funds but were
slightly higher in the second quarter of 1999 compared to the same
period in 1998. Increased number of deposit accounts due to
acquisitions and internal growth resulted in service charges on
deposit accounts increasing $9.6 million or 12% in the first six
months of 1999 and $5.0 million in the second quarter of 1999
compared to the same periods in 1998.  Mortgage servicing and
origination fees increased $3.1 million or 6% in the first six
months of 1999 compared to the same period in 1998. Mortgage
origination fees were up due to increased volume of new loan
production in 1999. Mortgage servicing fees were lower on a year-
to-year comparison. In the second quarter of 1999, mortgage
servicing and origination declined $3.7 million or 12% compared to
the second quarter of 1998 as production slowed in the second
quarter of 1999. The mortgage company's servicing portfolio
totaled $23.2 billion at June 30, 1999.  Other non-interest income
increased $25.5 million in the first half of 1999 and $1.8 million
in the second quarter of 1999 over the same periods in 1998. These
increases were the result of increased trading account income,
brokerage income and insurance premiums and commissions, as well
as an $18.4 million gain from the sale of joint venture banking
interests recognized in the first quarter of 1999.

Total non-interest expense increased $32.3 million or 7% in the
first half of 1999 and $11.7 million or 5% in the second quarter
of 1999 compared to the same periods in 1998. Salaries and
employee benefits were up 4% in the first half of 1999 compared to
the same period in 1998 and up 3% in the second quarter of 1999
compared to the same period in 1998. These increases are due to a
higher number of employees due to acquisitions coupled with normal
merit increases and higher benefit costs.  Net occupancy expense
and furniture and equipment expense decreased 1% in the first half
of 1999 and 5% in the second quarter of 1999 over the same periods
in 1998. These declines are primarily the result of consolidation
and conversion of branch office space and systems added through
acquisitions. Other non-interest expense increased $23.0 million
or 14% in the first half of 1999 and $9.1 million or 11% in the
second quarter of 1999 compared to the same periods in 1998. These
increases resulted from increases in amortization of mortgage
servicing rights, communication costs, postage and professional
fees.

Income tax expense increased $11.6 million or 9% over the first
half of 1998. The increase was the result of an increase in
taxable income and an increase in taxable income as a percentage
of total income. Income tax expense for the second quarter of 1999
was relatively flat in comparison to the second quarter of 1998.

Net income for the second quarter was $136.0 million--up 8%
compared to the second quarter of last year. Year-to-date net
income totaled $265.4 million or $1.17 per diluted share, a 7%
increase on a per share basis compared to the first six months of
1998. Annualized return on stockholders' equity increased to
17.30%, compared to 17.15% in the first half of last year.
Annualized return on assets was 1.40% in the first half of 1999 and
1.47% in the first half of 1998.

<PAGE>

Part II. Other Information


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


		At the Annual Meeting of Stockholders held May 19, 1999,
		five nominees were elected as directors of Regions to
		serve three year terms. The directors elected at the 1999
		Annual Meeting were Sheila S. Blair (175,201,663 votes in
		favor and 2,322,378 votes withheld), Barnett Grace
		(173,966,974 votes in favor and 3,557,067 votes withheld),
		Olin B. King (175,201,384 votes in favor and 2,322,657
		votes withheld), Lee J. Styslinger (175,210,249 votes in
		favor and 2,313,792 votes withheld) and C. Kemmons Wilson,
		Jr. (175,261,365 votes 	in favor and 2,262,676 votes
		withheld).

		In addition, the stockholders approved an amendment to
		Article VIII of the Certificate of Incorporation to
		remove reference to retirement of directors and to ratify
		a restatement of the Certificate of Incorporation
		(171,899,869 votes in 	favor, 2,471,607 votes against, and
		1,999,670 votes abstained).

		The stockholders also approved the Management Incentive
		Plan, an annual incentive compensation plan (161,755,645
		votes in 	favor, 11,894,317 votes against, and 2,721,184
		votes 	abstained), and the 1999 Long Term Incentive Plan,
		an incentive 	plan (143,137,044 votes in favor, 30,302,037
		votes against, 	and 2,932,065 votes abstained).


Item 6.	Exhibits and Reports on Form 8-K

		(a)	Exhibits:

			(27.1) Revised Financial Data Schedule (SEC use only)


		(b)	Reports on Form 8-K:

	No report on Form 8-K was filed in the second quarter
	 of 1999.



<PAGE>
			SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by undersigned thereunto duly authorized.







				Regions Financial Corporation



DATE:  November 5, 1999		 /s/ Robert P. Houston
				Robert P. Houston
				Executive Vice President and
				  Comptroller
				(Chief Accounting Officer and
				  Duly Authorized Officer)