8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2008

REGIONS FINANCIAL

CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	000-50831	63-0589368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 944-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On or about February 25, 2008, Regions Financial Corporation (the “Company”) sent a notice to participants in the Regions Financial Corporation 401(k) Plan (the “Regions Plan”) and the AmSouth Bancorporation Thrift Plan (the “AmSouth Plan”) informing them that effective as of April 1, 2008 the Regions Plan and the AmSouth Plan would be merged. This notice indicated that, in order to merge the Regions Plan and the AmSouth Plan together, there will be a blackout period that begins at 3 p.m. Central Time on March 27, 2008 and is expected to end on April 7, 2008 at 8 a.m. Central Time (the “Blackout Period”). During the Blackout Period, participants in the Regions Plan and the AmSouth Plan will temporarily be unable to make changes or conduct transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions of any type. Copies of the notices are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

A participant in the Regions Plan, a participant in the AmSouth Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period by contacting The Princeton Retirement Group, Inc. at 866-630-5295 or P.O. Box 105158, Atlanta, GA 30348-5158.

In connection with the foregoing, on February 29, 2008, the Company sent a notice to its Section 16 officers and its directors pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction. A copy of the notice is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Notices sent on or about February 25, 2008 to Regions Financial Corporation 401(k) Plan Participants and AmSouth Bancorporation Thrift Plan Participants regarding a Blackout Period
99.2	Notice sent on February 29, 2008 to Regions Financial Corporation’s Section 16 Officers and its Directors regarding a Blackout Period

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIONS FINANCIAL CORPORATION
By:	/s/ John D. Buchanan
Name: Title:	John D. Buchanan Senior Executive Vice President, General Counsel and Corporate Secretary

Date: February 29, 2008

EX-99.1

EXHIBIT 99.1

[REGIONS NOTICE]

The Blackout Period: March 27 – April 7, 2008

In order to merge the two existing plans together, there will be a Blackout Period beginning on March 27, 2008, at 3 p.m. CT and is expected to end on April 7, 2008, at 8 a.m. CT.

During the Blackout Period, you will not be able to make changes or conduct transactions within your account including redirecting your investment allocation or requesting a withdrawal or distribution of any type. For this reason, it is very important that you review your account and consider the appropriateness of your current investments in light of your inability to redirect or diversify those investments during this period. The next few weeks leading up to the Blackout Period are an ideal time to carefully review your retirement planning, as well as your overall financial plan:

• For your long-term security, give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.

• Be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to direct the sale of such stocks from your account until the Blackout Period ends.

To request transactions or make changes to your account BEFORE the Blackout Period begins, please read the important deadlines below.

Requests for Loans:

• Paper Loans (Residential and Non-Residential) – Completed form must be received by Regions Corporate Benefits Department, 1900 5^th Avenue North, Birmingham, AL 35203 no later than March 14, 2008.

• Paperless Loans (General Purpose) – Request the loan via https://www.retirement247.com or by calling 877-RMKT-247 no later than 3 p.m. CT March 27, 2008. The loan request is not final until you have clicked “Issue Loan.”

Requests for Hardship Withdrawals:

• Completed paper form must be received by Regions Corporate Benefits Department, 1900 5^th Avenue North, Birmingham, AL 35203 no later than March 14, 2008. You may print the form by logging into your account at https://www.retirement247.com or request that it be mailed to your home address by calling 877-RMKT-247.

Requests for Withdrawals and Termination Distributions:

• Age 59 ¹/2 and In-Service Withdrawals – Completed paper form must be received by Regions Recordkeeping Services, 61 Saint Joseph Street, 14^th Floor, Mobile, AL 36602 no later than March 14, 2008. Online requests must be completed by 3 p.m. CT March 27, 2008.

• Termination distribution – Paper form must be received by Regions Recordkeeping Services, 61 Saint Joseph Street, 14^th Floor, Mobile, AL 36602 no later than March 14, 2008. Termination distributions cannot be processed online.

Rollover Contributions into the Plan

Completed paper form and rollover check must be received by Corporate Benefits Department, 1900 5^th Avenue North, 16^th floor Birmingham, AL 35203 no later than March 14, 2008. If your rollover is determined to be eligible, the money will be invested into your account as soon as administratively possible.

Deferral and Investment Changes:

• Investment of current account balances and/or future deferrals – Make changes by phone or online no later than 3 p.m. CT on March 27, 2008.

• Deferral rate – Make changes by phone or online by 3 p.m. CT on March 27, 2008. Changes made March 16 through March 27 will be effective with your April 15, 2008, pay statement.

PIN Changes:

• Deadline for changing your personal identification number (PIN) is 3 p.m. CT March 27, 2008.

Access to Your Account During the Blackout Period Is Limited:

• From 3 p.m. CT on March 27, 2008, until 3 p.m. CT on April 1, 2008, you will have “inquiry only” access to your accounts.

• Beginning at 3 p.m. CT on April 1, 2008, you will not be able to access your account.

• Beginning at 8 a.m. CT on April 7, 2008, we expect you will have full access to your account.

Plan Operations Stay the Same During the Blackout Period

It is important to understand that the operation of the Regions 401(k) Plan will stay the same throughout the Blackout Period. Your payroll deductions and the company match for the Plan will continue, and they will be contributed to your account during the Blackout Period. As part of the transition, your March 31, 2008, payroll deductions may be credited to your account one or two days early.

If you have any questions during the Blackout Period, contact:

The Princeton Retirement Group, Inc.

P.O. Box 105158, Atlanta, GA 30348-5158

toll free at 866-630-5295.

[AMSOUTH NOTICE]

The Blackout Period: March 27 – April 7, 2008

In order to merge the two existing Plans together, there will be a Blackout Period that begins on March 27, 2008, at 3 p.m. CT and is expected to end on April 7, 2008, at 8 a.m. CT.

During the Blackout Period, you will not be able to make changes or conduct transactions within your account including redirecting your investment allocation or requesting a withdrawal or distribution of any type. For this reason, it is very important that you review your account and consider the appropriateness of your current investments in light of your inability to redirect or diversify those investments during this period. The next few weeks leading up to the Blackout Period are an ideal time to carefully review your retirement planning, as well as your overall financial plan:

• For your long-term security, give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.

• Be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the Blackout Period, and you would not be able to direct the sale of such stocks from your account until the Blackout Period ends.

To make changes to your account BEFORE the Blackout Period begins, please read the important deadlines below:

• Requests by Form: For a withdrawal request (hardship, in-service or termination), your form must be received by PRG by March 14, 2008.

• Requests Online: Changes to your investment allocations (current and future money) or to your password must be completed by 3 p.m. CT on March 27, 2008 at 866-630-5295 or at www.amsouthdailyelect.com.

Access to your account during the Blackout Period is limited:

• From 3 p.m. CT on March 27, 2008, until 3 p.m. CT on April 1, 2008, you will have “inquiry only” access to your accounts.

• Beginning at 3 p.m. CT on April 1, 2008, you will not be able to access your account.

• Beginning at 8 a.m. CT on April 7, 2008, we expect you will have full access to your account.

Plan Operations Stay the Same During the Blackout Period

It is important to understand that the operation of the Plan will stay the same throughout the Blackout Period. Your payroll deductions and the company match for the Regions 401(k) Plan will continue, and they will be contributed to your account during the Blackout Period. As part of the transition, your March 31, 2008, payroll deductions may be credited to your account one or two days early.

If you have any questions during the Blackout Period, contact:

The Princeton Retirement Group, Inc.

P.O. Box 105158, Atlanta, GA 30348-5158

toll free at 866-630-5295.

EX-99.2

EXHIBIT 99.2

NOTICE

To the Directors and Executive Officers of Regions Financial Corporation

in connection with the

Merger of the Regions Financial Corporation 401(k) Plan (the “Regions Plan”)

and the AmSouth Bancorporation Thrift Plan (the “AmSouth Plan”)

(Collectively, the “Plans”)

Effective April 1, 2008, the Plans will be merged. In connection with the merger, you may have already received a notice of a blackout period that is expected to begin at 3:00 pm Central Time on March 27, 2008, and end at 8:00 am Central Time on April 7, 2008 (the “blackout period”). During the blackout period participants in the Plans will not be able to make loans or withdrawals, change investment selections or transfer funds among the investment options.

In addition to the restrictions listed above that apply to all participants in the Plans, there are additional trading restrictions imposed by law that apply to executive officers and directors. The Company is required to provide this notice to you in order to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002 (the “Act”). The purpose of this notice is to inform you that pursuant to Section 306(a) of the Act and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), as a director or executive officer of the Company, you are prohibited from purchasing, selling or otherwise acquiring or transferring any Regions Financial Corporation common stock (“Regions stock”) during the blackout period if the Regions stock was acquired in connection with your service or employment as a director or executive officer of the Company (the “Trading Prohibition”). During the blackout period you may not acquire or dispose of Regions stock.

The Trading Prohibition will begin at the same time as the blackout period for the Plans, and will apply until the end of the blackout period. If you have questions specific to the blackout dates, you should contact The Princeton Retirement Group, Inc. at 866-630-5295 or P.O. Box 105158, Atlanta, GA 30348-5158.

If you have any questions regarding this notice or if you have questions regarding the merger of the Plans you should contact John Buchanan at 205-326-xxxx.