SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DOXEY BOBBY L

(Last)

(First)

(Middle)

P. O. BOX 387

ATTN: LEGAL DIVISION

(Street)

MEMPHIS

38147-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNION PLANTERS CORP [ UPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2004		A	6,250⁽¹⁾	A	$0	88,271	D
Common Stock	06/30/2004		A	284⁽²⁾	A	$0	3,270	I	401(K)
Common Stock	06/30/2004		A	3⁽³⁾	A	$0	191	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Emp.Stock Option(right to buy)	$24.81						10/08/2005	10/08/2012	Common Stock	125,000		125,000	D
Emp.Stock Option(right to buy)	$25.5867						10/10/2004	10/10/2011	Common Stock	112,500		112,500	D
Emp.Stock Option(right to buy)	$28.2267						12/28/2001	03/01/2010	Common Stock	1,512		1,512	D
Emp.Stock Option(right to buy)	$28.2267						06/28/2004	06/28/2011	Common Stock	320		320	D
Emp.Stock Option(right to buy)	$30.06						08/10/2004	03/01/2010	Common Stock	8,261		8,261	D
Emp.Stock Option(right to buy)	$30.06						02/10/2005	02/10/2014	Common Stock	2,064		2,064	D
Emp.Stock Option(right to buy)	$33.4533						10/25/2002	03/01/2010	Common Stock	1,821		1,821	D
Emp.Stock Option(right to buy)	$33.4533						04/25/2004	04/25/2012	Common Stock	585		585	D
Emp.Stock Option(right to buy)	$33.48						10/14/2004	10/14/2013	Common Stock	93,750		93,750	D
Non-Qual. Stock Option	$18.3333						03/01/2001	03/01/2010	Common Stock	18,484		18,484	D
Non-Qual. Stock Option	$22.92						12/20/2003	12/20/2010	Common Stock	63,000		63,000	D

Explanation of Responses:

1. Grant of restricted stock under the Executive Performance Restricted Stock Plan.

2. Reporting person acquired 284 shares of common stock under the 401(K) Plan.

3. Reporting person acquired 3 shares of common stock under the ESOP Plan.

	E. James House, Jr./Rebecca Baggett	06/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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