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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DOXEY BOBBY L (Last) (First) (Middle) P. O. BOX 387 ATTN: LEGAL DIVISION (Street) MEMPHIS TN 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. Date of Earliest Transaction (Month/Day/Year) 01/14/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/14/2004		A		5,800(1)	A	$0	67,860	D
Common Stock	01/15/2004		A		9,000(2)	A	$0	76,860	D
Common Stock								1,744	I	401(K)
Common Stock								180	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)	$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							03/01/2002	03/01/2010	Common Stock	31,906		31,906	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 acquired under the 1992 Stock Option Incentive Plan. Restriction lapses in l/6 annual increments for a 6 year period.

2. Grant of restricted stock under the Executive Performance Restricted Stock Plan. Restriction lapses in 1/5 annual increments for a 5 year period.

	E. James House, Jr./Rebecca Baggett	01/15/2004
	** 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).
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.