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

                              FORM 10-Q

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


   FOR THE QUARTER ENDED MARCH 31, 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) 326-7100
      


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



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


                         YES    X         NO	



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

Common Stock, $.625 Par Value-224,057,502 shares outstanding
as of April 30, 1999

<PAGE>
                       REGIONS FINANCIAL CORPORATION

                                  INDEX


	
                                                         Page Number

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


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


            Consolidated Statements of Income -
            Three months ended March 31, 1999 and
                 March 31, 1998                                   3

            Consolidated Statement of Stockholders' Equity -
                 Three months ended March 31, 1999                4


            Consolidated Statements of Cash Flows -
            Three months ended March 31, 1999 and
                 March 31, 1998                                   5

                                                        
            Notes to Consolidated Financial Statements -
                 March 31, 1999                                   6




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



     PART II.     OTHER INFORMATION


     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>
                                March 31         December 31      March 31
                                  1999               1998           1998	

ASSETS
Cash and due from banks         $ 1,243,942      $ 1,619,006      $ 1,343,681
Interest-bearing deposits in 
 other banks                         75,492          143,965           90,245
Investment securities             3,480,541        3,125,114        3,005,329
Securities available for sale     5,489,283        4,844,023        4,070,436
Trading account assets               24,447           49,387           24,729
Mortgage loans held for sale      1,046,924          927,668          427,088
Federal funds sold and securities 	
 purchased under agreement 
 to resell                           49,089          233,941          434,696
Loans                            25,602,677       24,430,113       23,308,754
Unearned income                     (62,441)         (64,526)         (72,832)
 Loans, net of unearned income   25,540,236       24,365,587       23,235,922
Allowance for loan losses          (330,151)        (315,412)        (329,051)
     Net Loans                   25,210,085       24,050,175       22,906,871
Premises and equipment              559,241          534,425          511,753
Interest receivable                 309,106          292,036          238,604
Due from customers on acceptances    73,036           57,046          141,948
Other assets                      1,051,946          955,154          729,667
                                $38,613,132      $36,831,940      $33,925,047	
LIABILITIES AND STOCKHOLDERS' EQUITY	
Deposits:	
 Non-interest-bearing           $ 4,473,304      $ 4,577,125      $ 3,871,913
 Interest-bearing                24,657,747       23,772,941       23,553,201
  Total Deposits                 29,131,051       28,350,066       27,425,114
Borrowed funds:
 Short-term borrowings:	
  Federal funds purchased and 
   securities sold under 
   agreement to repurchase        2,506,805        2,067,278        1,733,618
  Commercial paper                   56,750           56,750           54,750
  Other short-term borrowings     2,934,584        2,372,700          959,526
Total Short-term Borrowings       5,498,139        4,496,728        2,747,894
Long-term borrowings                497,430          571,040          431,291
     Total Borrowed Funds         5,995,569        5,067,768        3,179,185
Bank acceptances outstanding         73,036           57,046          141,948
Other liabilities                   287,849          356,659          340,356
     Total Liabilities           35,487,505       33,831,539       31,086,603   
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 - 223,910,981;
  221,305,715; and 220,200,726 
  shares, respectively              139,944          138,316          137,627
 Surplus                          1,167,184        1,147,357        1,126,463
 Undivided profits                1,820,896        1,729,334        1,572,035
 Treasury stock, at cost - 888;
  851,588; and 15,943 shares, 
  respectively                          (34)         (32,603)            (634)
 Unearned restricted stock           (6,294)          (6,955)          (8,548)
 Accumulated other comprehensive
  income                              3,931           24,952            11,501 
Total Stockholders' Equity        3,125,627        3,000,401         2,838,444
                                $38,613,132      $36,831,940       $33,925,047	

</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>
                                          Three Months Ended		   
                                               March 31			
                                          1999        1998			
Interest Income:                               
 Interest and fees on loans               $523,847    $503,943	
 Interest on securities:				
  Taxable interest income                  121,762      98,045	 		  	        
  Tax-exempt interest income                 9,798      11,191	
   Total Interest on Securities            131,560     109,236	 
 Interest on mortgage loans held for sale	  20,636       9,016	  
 Income on federal funds sold	
  and securities purchased under
  agreement to resell                          938       4,556	  
 Interest on time deposits in other banks      514       1,041	   
 Interest on trading account assets            315         305	
Total Interest Income                      677,810     628,097	 

Interest Expense:	
 Interest on deposits                      257,455     259,339	 
 Interest on short-term borrowings          57,599      34,517	 
 Interest on long-term borrowings            8,790       7,921	
Total Interest Expense                     323,844     301,777	
  Net Interest Income                      353,966     326,320	 
Provision for loan losses                   20,738      14,419	
 Net Interest Income After Provision	
  for Loan Losses                          333,228     311,901	 
	
Non-Interest Income:	
 Trust department income                    12,751      13,156		  
 Service charges on deposit accounts        44,812      40,192	 
 Mortgage servicing and origination 
  fees                                      33,084      26,218	  
 Securities gains (losses)                      16         104		    
 Other                                      52,452      28,687		 
  Total Non-Interest Income                143,115     108,357		  
	
Non-Interest Expense:	
 Salaries and employee benefits            136,649     131,271		 
 Net occupancy expense                      14,656      15,169		 
 Furniture and equipment expense            16,530      14,800	  
 Other                                      94,740      80,782	 
  Total Non-Interest Expense               262,575     242,022	
Income Before Income Taxes                 213,768     178,236		
 Applicable income taxes                    77,282      61,172	

Net Income                                $136,486    $117,064	

Average number of shares 
 outstanding                               222,408     219,445	 
Average number of shares 
 outstanding--diluted                      225,467     223,441	 
Per share:			
    Net income                               $0.61       $0.53	   								
    Net income--diluted	                     $0.61       $0.52	   
    Cash dividends declared                  $0.25       $0.23
</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
                              Common                  Undivided    Treasury    Restricted      Comprehensive
                               Stock     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                                              136,486                                                    136,486
 Other comprehensive 
  income, net of tax
   Unrealized (losses) 
   on AFS securities, net of 
   reclassification adjustment                                                                 (21,021)             (21,021) 
 Comprehensive income*                                   136,486                               (21,021)             115,465
Equity from acquisitions 
 accounted for as poolings 
 of interests                    1,085       12,410       11,417                                                     24,912
Cash dividends declared 
 ($0.25 per common share)                                (56,341)                                                   (56,341)
Purchase of treasury stock                                          (31,300)                   (31,300)
Treasury stock retired and 
 reissued related to 
 acquisitions accounted for  
 as purchases                   (1,046)     (62,823)                 63,869                                              -0-
Common stock transactions:
  Stock issued for 
   acquisitions                  1,046       56,878                                                                  57,924
  Stock issued to employees 
   under incentive plan             77        4,663                                                                   4,740
  Stock options exercised          466        8,699                                                                   9,165
  Amortization of unearned 
   restricted stock                                                                661                                  661
BALANCE AT MARCH 31, 1999     $139,944   $1,167,184   $1,820,896   $    (34)   $(6,294)          $3,931          $3,125,627

Disclosure of reclassification amount:
 Unrealized holding (losses) on AFS
  securities arising during period                                                             $(21,011)
Less: Reclassification adjustment, net of
  tax, for gains and losses realized in
  net income                                                                                         10
 Net unrealized gains on AFS
  securities, net of tax                                                                       $(21,021)
</TABLE>
*Comprehensive income as of March 31, 1998 was $112.6 million.
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>
                                         Three Months Ended
                                              March 31	
                                         1999           1998	
Operating Activities:
 Net income                              $  136,486	  $  117,064	
 Adjustments to reconcile net cash 
  provided by operating activities:
 Depreciation and amortization of 
  premises and equipment                     14,268         15,222	
 Provision for loan losses                   20,738         14,419	
 Net (accretion) of securities                 (605)          (261)
 Amortization of loans and other assets      17,018         10,924	
 Amortization of deposits and borrowings        104             46 
 Provision for losses on other real estate       17             34	
 Deferred income taxes                        3,460         (2,817)
 Gain on sale of premises and equipment        (485)          (406)
 Realized security (gains)                      (16)          (104)
 Decrease in trading account assets	    	   24,940         26,096
 (Increase) in mortgages held for sale     (119,256)       (66,177)
 (Increase) in interest receivable          (10,911)        (7,323)
 (Increase) decrease in other assets       (107,916)        38,508 
 Increase in other liabilities              (56,579)       (86,739)
 Stock issued to employees                    4,871         14,717
 Other                                          660            862 
  Net Cash Provided By Operating Activities (73,206)        74,065
	
Investing Activities:
 Net (increase) in loans                   (750,854)      (146,883)
 Proceeds from sale of securities 
  available for sale                          1,730        180,960	
 Proceeds from maturity of 
  investment securities                     395,959        577,398	
 Proceeds from maturity of securities 
  available for sale                        672,314        746,242	
 Purchase of investment securities         (771,049)      (250,632)
 Purchase of securities 
  available for sale                     (1,243,986)    (1,642,013)
 Net decrease in interest-bearing 
  deposits in other banks                    69,575  	       1,167	
 Proceeds from sale of premises 
  and equipment                               6,904          1,877	
 Purchase of premises and equipment         (30,347)       (21,214)
 Net (increase) decrease in customers' 
  acceptance liability                      (15,990)        15,314 
 Net cash received in acquisitions          118,679         96,576
  Net Cash (Used) By Investing Activities(1,547,065)      (441,208)

Financing Activities:	
 Net increase in deposits                   207,597        856,854	
 Net increase in short-term borrowings      997,853         27,752 
 Proceeds from long-term borrowings         120,876         13,890	
 Payments on long-term borrowings          (203,486)       (90,397)
 Net increase (decrease) in bank 
  acceptance liability                       15,990        (15,314)
 Cash dividends                             (56,341)       (44,543)
 Purchase of treasury stock                 (31,299)             0 
 Issuance of stock by pooled company              0        (74,270)
 Proceeds from exercise of stock options      9,165          1,795
  Net Cash Provided By 
   Financing Activities                   1,060,355        675,767 
(Decrease) Increase In Cash And 
  Cash Equivalents                         (559,916)       308,624 
Cash and Cash Equivalents, 
  Beginning of Period                     1,852,947      1,469,753

     Cash And Cash Equivalents, 
       End of Period                     $1,293,031     $1,778,377	

See notes to consolidated financial statements.
</TABLE>

<PAGE>
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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

In January 1999, Regions issued 490,541 shares of common stock in 
exchange for all the outstanding stock of Meigs County Bancshares, 
Inc. of Decatur, Tennessee. This transaction, accounted for as a 
pooling of interests, added approximately $114 million in assets.

Also in January, Regions issued 464,827 shares of common stock in 
exchange for all the outstanding stock of VB&T Bancshares 
Corporation of Valdosta, Georgia. This transaction, accounted for 
as a pooling of interests, added approximately $76 million in 
assets.

Additionally in January 1999, Regions issued 781,046 shares of 
common stock in exchange for all the outstanding stock of 
Bullsboro BancShares, Inc., of Newnan, Georgia. This transaction, 
accounted for as a pooling of interests, added approximately $101 
million in assets.

On March 31, 1999, Regions issued 1,672,893 shares of common stock 
in exchange for all the outstanding stock of Arkansas Banking 
Company of Jonesboro, Arkansas. This transaction, accounted for as 
a purchase, added approximately $355 million in assets and 
generated approximately $35 million in excess purchase price.

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 three months ended March 31, 1998.

Net interest income:
   (in thousands, except per share data)

  Regions                    $245,406
  First Commercial             70,397
  Other pooled companies       10,517
  Combined                   $326,320

Net income:

  Regions                    $ 86,203
  First Commercial             27,308
  Other pooled companies        3,553
  Combined                   $117,064
  

Net income per common share:

  Regions                    $.58
  Combined                   $.53


Net income per common share - diluted:

  Regions                    $.57
  Combined                   $.52




NOTE C - Pending Acquisitions


As of March 31, 1999 Regions has no pending business combinations.



NOTE D - New Accounting Standards

In June 1998, the FASB issued Statement of Financial Accounting 
Standards No. 133, 'Accounting for Derivative 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. Statement 133 
is effective for quarters in fiscal years beginning after June 15, 
1999. 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 March 31, 1999, a cumulative total of 
approximately $12.0 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 $1.8 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. 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.

(in thousands)
1999	
<TABLE>
<S>                       <C>           <C>         <C>           <C>         <C>	
                           Central       North       Northeast     South       Southwest
Net interest income 
 (expense)                    $49,715       $28,420     $51,566        $44,657     $48,885
Provision for loan loss         2,985         1,377       2,897          2,355       2,524
Non-interest income            13,234         7,167      12,716         13,447      12,382
Non-interest expense           26,464        14,859      28,752         22,193      24,949 
Income taxes                   12,677         7,473      12,671         12,304      13,125
 
   Net income                 $20,823       $11,878     $19,962        $21,252     $20,669

Average assets             $4,440,707    $2,895,879  $4,412,386      $4,122,992  $4,818,507

                                         Mortgage                  Total
                           West          Banking     Other         Company
Net interest income 
 (expense)                    $65,835       $(2,893)    $67,781       $353,966
Provision for loan loss         3,382            17       5,201         20,738
Non-interest income            15,781        39,882      28,506        143,115
Non-interest expense           35,953        32,132      77,273        262,575
Income taxes                   16,532         1,830         670         77,282

   Net income                 $25,749       $ 3,010     $13,143       $136,486

Average assets             $5,809,072    $1,556,572  $9,266,338    $37,322,453

1998

                           Central       North       Northeast     South         Southwest
Net interest income 
 (expense)                    $47,152       $25,027     $49,299        $40,126      $44,515
Provision for loan loss         2,229           938       1,965          1,610        1,771
Non-interest income            12,361         6,900      10,112         13,058       10,191
Non-interest expense           26,401        13,188      29,129         20,837       25,868 
Income taxes                   11,708         6,786      10,899         11,337       10,418

   Net income                 $19,175       $11,015     $17,418        $19,400      $16,649

Average assets             $4,285,083    $2,551,904  $4,041,604     $3,859,734   $4,433,819

                                         Mortgage                   Total
                           West          Banking     Other          Company
Net interest income 
 (expense)                    $60,860       $(2,578)    $61,919       $326,320
Provision for loan loss         3,767             8       2,131         14,419
Non-interest income            12,584        39,318       3,833        108,357
Non-interest expense           36,284        27,425      62,890        242,022
Income taxes                   13,252         3,543      (6,771)        61,172

   Net income                 $20,141       $ 5,764     $ 7,502       $117,064

Average assets             $5,947,942      $756,798  $7,020,577    $32,897,461
</TABLE>

<PAGE>
                    Management's Discussion and Analysis
             of Financial Condition and Results of Operations

Regions' total assets at March 31, 1999, were $38.6 billion -- an 
increase of 14% 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 5%, 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                    Company                   Headquarters          Total Assets        Accounting
Acquired                Acquired                  Location              (in thousands)      Treatment

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

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

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

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

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

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

March                   Arkansas Banking          Jonesboro,
1999                    Company                   Arkansas               354,981            Purchase

</TABLE>

Loans have increased 10% 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 10% increase was attributable primarily to 
growth in the real estate loan portfolio.  Since year-end, total 
loans have increased 5%, due to $433 million in loans added by 
acquisitions and $742 million in internal growth. The average 
yield on loans during the first three months of 1999 was 8.63%, 
compared to 9.04% 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):

<TABLE>
<S>                      <C>               <C>                <C>
                         March 31,         Dec. 31,           March 31,
                           1999              1998               1998

Non-accruing loans       $152,630          $124,718           $154,720
Loans past due 90
  days or more            121,393           134,411             28,665
Renegotiated loans          5,084             4,550              2,594
Other real estate          15,069            17,273             24,041

Total                    $294,176          $280,952           $210,020

Non-performing assets
  as a percentage of
  loans and other real
  estate                     1.15%             1.15%               .90%
</TABLE>

Non-accruing loans have decreased $2.1 million since March of last 
year but increased $27.9 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 $92.7 million, 
compared to March 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 March 31, 1999, real 
estate loans comprised $93.2 million of total non-accruing loans, 
with commercial loans accounting for $52.9 million and consumer 
loans $6.5 million. Other real estate decreased $2.2 million since 
year end, and $9.0 million since March 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):

<TABLE>
<S>                                   <C>                    <C>
                                      March 31,              March 31,
                                        1999                   1998

Balance at beginning of period        $315,412               $304,223
Net loans charged-off:
  Commercial                             1,833                     73 
  Real estate                              366                    719 	
  Installment                            9,334                 11,057

     Total                              11,533                 11,849

Allowance of acquired banks              5,534                 22,258

Provision charged to expense            20,738                 14,419

Balance at end of period              $330,151               $329,051
</TABLE>

Net loan losses in the first three months of 1999 and 1998 were 
0.19% and 0.21% of average loans (annualized), respectively. At 
March 31, 1999 and at year end, the allowance for loan losses 
stood at 1.29% of loans, compared to 1.42% a year ago.  The 
allowance for loan losses as a percentage of non-performing loans 
and non-performing assets was 118% and 112%, respectively, at 
March 31, 1999, compared to 177% and 157%, respectively, at March 
31, 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 March 31, 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 27% since a year ago and 13% 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 $620 million since 
March 31, 1998 and $119 million since year end as a result of 
record levels of residential mortgage loan production at Regions' 
mortgage banking subsidiary. Residential mortgage loan production 
at Regions' mortgage banking subsidiary was approximately $1.8 
billion during the first three months of 1999, compared to $874 
million during the same time period in 1998.

Interest-bearing deposits in other banks at March 31, 1999 totaled 
$75.5 million, a decrease of $14.8 million compared to a year ago 
and $68.5 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 $2.5 billion at March 31, 1999, $1.8 billion at year end 
and $1.3 billion at March 31, 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 three months of 
1999 net funds purchased averaged $2.1 billion compared to $1.3 
billion for the same period of 1998, indicating increased reliance 
on purchased funds to support earning asset growth since the first 
quarter of 1998.

Premises and equipment have increased $24.8 million since year end 
and $47.5 million since March 31, 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 $96.8 million since year end, and 
$322.3 million since the first 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 6% since March 31 of last year.  The 
deposits acquired in connection with acquisitions resulted in a 3% 
increase, with the remaining 3% increase attributable to internal 
growth. The internal growth resulted primarily from increases in 
interest-bearing checking accounts, large certificates of deposit 
and other time deposits. Since year end, total deposits have 
increased 1%, after adjusting for the deposits acquired in 
connection with acquisitions during the first quarter of 1999.

Other short-term borrowings increased $2.0 billion since March 31, 
1998 and $562 million 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 $73.6 million since year end, 
but increased $66.1 million since March 31, 1998.  The decrease in 
long-term borrowings since year end resulted primarily from 
maturities of Federal Home Loan Bank advances and other long term 
notes payable. The increase, as compared to the first quarter of 
1998, in long-term borrowings is increased use of Federal Home 
Loan Bank advances to fund earning asset growth.

Stockholders' equity was $3.1 billion at March 31, 1998, an 
increase of 10% 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.  The accumulated other comprehensive income totaled 
$3.9 million at March 31, 1999, compared to $25.0 million at year 
end and $11.5 million at March of 1998.  Regions' ratio of equity 
to total assets was 8.09% at March 31, 1999, compared to 8.37% 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 March 31, 1999, the loan 
to deposit ratio was 87.67%, compared to 84.72% 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 three months of 1999 increased 
$27.6 million or 8%, 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 4.23% in the first three months of 1999, 
compared to 4.43% 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 
quarter of 1999.

The provision for loan losses was $20.7 million or .34% annualized 
of average loans in the first quarter of this year, compared to 
$14.4 million or .25% annualized of average loans in the first 
quarter of 1998. Acquisitions added $5.5 million to the allowance 
for loan losses in the first quarter of 1999.

Total non-interest income increased $34.8 million or 32% over the 
first three months of 1998.  Trust department income decreased 
slightly compared to the first quarter of 1998 due to lower 
advisory fees from mutual funds. Increased number of deposit ac-
counts due to acquisitions and internal growth resulted in service 
charges on deposit accounts increasing $4.6 million or 11% in the 
first three months of 1999 compared to the same period in 1998.  
Mortgage servicing and origination fees increased $6.9 million or 
26% in the first three months of 1999 compared to the same period 
in 1998.  Mortgage origination fees were up significantly due to 
increased volume of new loan production in 1999.  Mortgage 
servicing fees were also higher on a year-to-year comparison.  The 
mortgage company's servicing portfolio totaled $23.0 billion at 
March 31, 1999.  Other non-interest income increased $23.8 million 
in the first quarter of 1999 over 1998. The increase is a result 
of an $18.4 million gain from the sale of joint venture banking 
interests recognized in the first quarter of 1999 and increases in 
trading account income, brokerage income and insurance premiums 
and commissions.

Total non-interest expense increased $20.6 million or 8% in the 
first quarter of 1999 compared to the same period in 1998. 
Salaries and employee benefits were up 4% in the first quarter of 
1999 compared to the same period in 1998, due to an increase in 
the number of employees because of acquisitions coupled with 
normal merit increases and higher benefit costs.  Net occupancy 
expense and furniture and equipment expense increased 4% in the 
first quarter of 1999 over the same period in 1998. The increase 
is primarily due to additional expenses associated with branch 
offices and equipment added by the 1999 acquisitions. Other 
non-interest expense increased $14.0 million or 17% in the first 
quarter of 1999 compared to the same period in 1998. The increase 
resulted from increases in amortization of mortgage servicing 
rights, communication costs, postage and legal fees.
 

Income tax expense increased $16.1 million or 26% over the first 
quarter of 1998. This increase was the result of an increase in 
taxable income and an increase in taxable income as a percentage 
of total income.

Net income for the first quarter was $136.5 million--up 17% 
compared to the first quarter of last year. Annualized return on 
stockholders' equity increased to 18.13%, compared to 16.79% in the 
first quarter of last year.  Annualized return on assets also 
increased to 1.48% in the first quarter of 1999, compared to 1.44% 
for the same period in 1998.  

<PAGE>
Part II.    Other Information



Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits:

                  (27.1) Financial Data Schedule (SEC use only)


            (b)   Reports on Form 8-K:

No report on Form 8-K was filed in the first 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:  May 12, 1999                          /s/ Robert P. Houston	
                                                  Robert P. Houston
                                                  Executive Vice President and
                                                  Comptroller
                                                 (Chief Accounting Officer and
                                                  Duly Authorized Officer)