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

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^*

EDWARDS J SCOTT

(Last)

(First)

(Middle)

ONE COMMERCE SQUARE

(Street)

MEMPHIS

38150

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL COMMERCE FINANCIAL CORP [ NCF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF ADMINISTRATIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004

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	10/01/2004⁽¹⁾		U		252,374	D	$34.4578	0	D

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)
Incentive Stock Option (right to buy)	$16.2245	10/01/2004⁽¹⁾		U			12,324	03/16/2002	03/16/2010	Common Stock	12,324	$34.4578	0	D
Incentive Stock Option (right to buy)	$22.8444	10/01/2004⁽¹⁾		U			6,576	03/17/1999	03/17/2008	Common Stock	6,576	$34.4578	0	D
Incentive Stock Option (right to buy)	$23.94	10/01/2004⁽¹⁾		U			4,178	01/14/2005	01/14/2013	Common Stock	4,178	$34.4578	0	D
Incentive Stock Option (right to buy)	$24.75	10/01/2004⁽¹⁾		U			4,040	01/16/2002	01/16/2011	Common Stock	4,040	$34.4578	0	D
Incentive Stock Option (right to buy)	$25.8	10/01/2004⁽¹⁾		U			3,875	01/15/2005	01/15/2012	Common Stock	3,875	$34.4578	0	D
Incentive Stock Option (right to buy)	$27.82	10/01/2004⁽¹⁾		U			3,594	01/21/2005	01/21/2014	Common Stock	3,594	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$13.0357	10/01/2004⁽¹⁾		U			33,702	03/31/1997	03/31/2007	Common Stock	33,702	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$15.8125	10/01/2004⁽¹⁾		U			100,000	07/05/2001	07/05/2010	Common Stock	100,000	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$16.2245	10/01/2004⁽¹⁾		U			29,449	03/16/2001	03/16/2010	Common Stock	29,449	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$17.625	10/01/2004⁽¹⁾		U			16,200	08/01/2001	08/01/2010	Common Stock	16,200	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$22.7041	10/01/2004⁽¹⁾		U			34,986	03/22/2000	03/22/2009	Common Stock	34,986	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$22.8444	10/01/2004⁽¹⁾		U			28,410	03/05/1999	03/17/2008	Common Stock	28,410	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$23.94	10/01/2004⁽¹⁾		U			49,155	01/14/2004	01/14/2013	Common Stock	49,155	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$24.75	10/01/2004⁽¹⁾		U			32,560	01/16/2002	01/16/2011	Common Stock	32,560	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$25.8	10/01/2004⁽¹⁾		U			41,125	01/15/2003	01/15/2012	Common Stock	41,125	$34.4578	0	D
Non-Qualified Stock Option (right to buy)	$27.82	10/01/2004⁽¹⁾		U			37,706	01/21/2005	01/21/2014	Common Stock	37,706	$34.4578	0	D
Phantom Stock Units	$0	10/01/2004⁽¹⁾		U			28,777	09/09/1999	09/09/1999	Common Stock	28,777	$34.4578	0	D

Explanation of Responses:

1. Each of the Reporting Person's shares of Issuer common stock were surrendered and exchanged for .4953 shares of SunTrust Banks, Inc. ("STI") common stock as a result of the merger of Issuer into STI. Fractional shares and shares acquired throught the reinvestment of dividends on September 15, 2004, if any, were converted into cash equivalent to $34.4578 per share. Additionally, each of the Reporting Person's stock options with the right to buy Issuer common stock were converted into .4953 options with the right to buy STI common stock and each of the Reporting Person's shares of phantom stock, if any, were converted into .4953 shares of STI phantom stock.

	By: Naudain L Machen For: J Scott Edwards	10/04/2004
	** 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.