SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

WELLS WILLIAM C II

(Last)

(First)

(Middle)

420 NORTH 20TH STREET, 34TH FLOOR

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHTRUST CORP [ SOTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004

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 Following Reported Transaction(s) (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)	Code	V	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	11/01/2004		D		9,467.693⁽¹⁾	D	⁽²⁾	0	D
Common Stock	11/01/2004		D		1,207.038	D	⁽²⁾	0	I	Custodian for children

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)	Code	V	(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)
Right to buy	$20.4375	11/01/2004		D			2,800	⁽³⁾	07/15/2008	common stock	2,800	⁽³⁾	0	D
Right to buy	$18.9063	11/01/2004		D			3,600	⁽³⁾	01/20/2009	common stock	3,600	⁽³⁾	0	D
Right to buy	$15.6875	11/01/2004		D			7,000	⁽³⁾	01/18/2010	common stock	7,000	⁽³⁾	0	D
Right to buy	$20.03	11/01/2004		D			8,000	⁽³⁾	01/15/2011	common stock	8,000	⁽³⁾	0	D
Right to buy	$24.02	11/01/2004		D			8,000	⁽³⁾	01/15/2012	common stock	8,000	⁽³⁾	0	D
Right to buy	$26.18	11/01/2004		D			8,500	⁽³⁾	01/13/2013	common stock	8,500	⁽³⁾	0	D
Right to buy	$33.55	11/01/2004		D			12,000	⁽³⁾	01/20/2014	common stock	12,000	⁽³⁾	0	D

Explanation of Responses:

1. Includes 580.0721 shares held in the Employee Stock Ownership Plan as of 10/01/2004, and 2.668 shares acquired in an exempt transaction pursuant to the dividend reinvestment plan as of 10/01/2004. Also includes 575 shares purchased through the 2004 SouthTrust Discount Stock Payroll Purchase Plan as of 9/30/2004.

2. Shares disposed of in the merger between SouthTrust Corporation and Wachovia Corporation pursuant to which each share of SouthTrust common stock was exchanged for 0.89 shares of Wachovia common stock, having a market value of $49.48 per share on the effective date of the merger.

3. In the merger of SouthTrust and Wachovia, each outstanding option to purchase SouthTrust common stock was converted to an option to purchase Wachovia stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of SouthTrust options by 0.89, the exercise price was adjusted by dividing the SouthTrust exercise price by 0.89, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the option.

Remarks:

	John D. Buchanan, Attorney-in-fact	11/03/2004
	** 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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