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^*

EDWARDS G DOUGLAS

(Last)

(First)

(Middle)

50 FRONT STREET

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGIONS FINANCIAL CORP [ RF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President, Morgan Keegan

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

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	12/28/2006		J⁽¹⁾	85.4	A	$0	210,667.23	D
Common Stock	12/28/2006		J⁽²⁾	1,247.95	A	$0	211,915.18	D
Common Stock							364,947	I	Andwards Family Partnership L.P.
Common Stock							10,000	I	Gedwards Family Partnership L.P.
Common Stock							10,000	I	Nanwards Family Partnership L.P.

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)
Stock Option (Right to buy)	$25.66						02/19/2006	02/19/2010	Common Stock	23,263		23,263	D
Stock Option (Right to buy)	$23.34						03/30/2004	03/30/2011	Common Stock	141,469		141,469	D
Stock Option (Right to buy)	$28.17						12/20/2005	04/21/2011	Common Stock	60,650		60,650	D
Stock Option (Right to buy)	$33.82						12/20/2005	10/15/2011	Common Stock	90,000		90,000	D
Stock Option (Right to buy)	$34.66						⁽⁴⁾	12/20/2012	Common Stock	56,434		56,434	D
Stock Option (Right to buy)	$35.38						⁽⁵⁾	04/03/2013	Common Stock	2,000		2,000	D
Stock Option (Right to buy)	$28.17						04/21/2007	04/21/2011	Common Stock	3,549		3,549	D
Stock Option (Right to buy)	$32.6						12/20/2005	03/01/2012	Common Stock	2,469		2,469	D
Stock Option (Right to buy)	$27.62						⁽³⁾	03/08/2012	Common Stock	21,072		21,072	D

Explanation of Responses:

1. Stock purchased through the dividend reinvestment program.

2. The reported stock units were acquired under Regions' benefit plans.

3. The option becomes exercisable in three installments: one-half on March 8, 2003; one-fourth on March 8, 2004; and one-fourth on March 8, 2005.

4. The option becomes exercisable in three equal installments on December 20, 2006, 2007 and 2008.

5. The option becomes exercisable in three equal installments on April 3, 2007, 2008 and 2009.

Remarks:

	By: D. Bryan Jordan	12/31/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.