8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

October 20, 2004
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 649-2267
(Registrant’s telephone number, including area code)

————————————————————————
(Former name or former address, if changed since last report)

        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 communications 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 2.02	Results of Operations and Financial Condition.
	On October 20, 2004, Synovus Financial Corp. ("Registrant") issued a press release and will hold an investor call and webcast to disclose financial results for the third quarter ended September 30, 2004. The press release and Supplemental Information for use at this investor call are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	(d)	C. Edward Floyd was elected as a director of Registrant on October 20, 2004 by Registrant's Board of Directors to fill a vacant board seat. Mr. Floyd was also appointed as a member of the Corporate Governance and Nominating Committee of the Board of Directors
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 20, 2004, the Board of Directors of Registrant amended Article III, Section 16 of its bylaws to increase the retirement age of directors from age 70 to age 72. The amended bylaws are attached as Exhibit 3.1.
Item 7.01	Regulation FD Disclosure. See Item 2.02 above.
Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits
	3.1 -	Bylaws, as amended
	99.1 -	Registrant's press release dated October 20, 2004
	99.2 -	Supplemental Information prepared for use with the press release

2

Signature

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

	TOTAL SYSTEM SERVICES, INC  ("Registrant")
Dated: October 20, 2004	By:/s/ Kathleen Moates
	Kathleen Moates      Senior Deputy General Counsel

3

EX-3.1

Exhibit 3.1

As Amended
Effective October 20, 2004

BYLAWS

OF

SYNOVUS FINANCIAL CORP.

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office for the transaction of the business of the corporation shall be located in Muscogee County, Georgia, at such place within said County as may be fixed from time to time by the Board of Directors.

Section 2. Other Offices. Branch offices and places of business may be established at any time by the Board of Directors at any place or places where the corporation is qualified to do business, whether within or without the State of Georgia.

ARTICLE II. SHAREHOLDERS’ MEETINGS

Section 1. Meetings, Where Held. Any meeting of the shareholders of the corporation, whether an annual meeting or a special meeting, may be held either at the principal office of the corporation or at any place in the United States within or without the State of Georgia.

Section 2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time and place as is determined by the Board of Directors of the corporation each year. Provided, however, that if the Board of Directors shall fail to set a date for the annual meeting of shareholders in any year, that the annual meeting of the shareholders of the corporation shall be held on the fourth Thursday in April of each year; provided, that if said day shall fall upon a legal holiday, then such annual meeting shall be held on the next day thereafter ensuing which is not a legal holiday. Unless determined otherwise by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman at all annual meetings. In addition to any other applicable requirements, for business to properly come before the meeting, notice of any nominations of persons for election to the Board of Directors or of any other business to be brought before an annual meeting of shareholders by a shareholder must be provided in writing to the Secretary of the corporation not later than the close of business on the 45th day nor earlier than the close of business on the 90th day prior to the date of the proxy statement released to shareholders in connection with the previous year’s annual meeting and such business must constitute a proper subject to be brought before such meeting. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election as a director all information relating to such person that is required to be disclosed in solicitations of proxies

for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the Proxy Statement in connection with such annual meeting as a nominee and to serving as a director if elected), and evidence reasonably satisfactory to the corporation that such nominee has no interests that would limit such nominee’s ability to fulfill his or her duties of office; (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the corporation that are owned beneficially and held of record by such shareholder and such beneficial owner. In addition, if the shareholder intends to solicit proxies from the shareholders of the corporation, such shareholder’s notice shall notify the corporation of this intent. If a shareholder fails to notify the corporation of his or her intent to solicit proxies and does in fact solicit proxies, the chairman shall have the authority, in his or her discretion, to strike the proposal or nomination by the shareholder. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2. The chairman shall, if the facts warrant, determine and declare to the meeting that business has not been properly brought before the meeting in accordance with the provisions of this Section 2, and if the chairman should so determine, the chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 3. Special Meetings. A special meeting of the shareholders of the corporation, for any purpose or purposes whatsoever, may be called at any time by the Chairman of the Board, the Chief Executive Officer, a majority of the Board of Directors, or one or more shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation. Such a call for a special meeting must state the purpose of the meeting. Unless otherwise determined by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall act as chairman at all special meetings. This section, as it relates to the call of a special meeting of the shareholders of the corporation by one or more shareholders representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.

Section 4. Notice of Meetings. Unless waived, notice of each annual meeting and of each special meeting of the shareholders of the corporation shall be given to each shareholder of record entitled to vote, not less than ten (10) days nor more than seventy (70) days prior to said meeting. Such notice shall specify the place, day and hour of the meeting; and in the case of a special meeting, it shall also specify the purpose or purposes

2

for which the meeting is called.

Section 5. Waiver of Notice. Notice of an annual or special meeting of the shareholders of the corporation may be waived by any shareholder, either before or after the meeting; and the attendance of a shareholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except when a shareholder attends solely for the purpose of stating, at the beginning of the meeting, an objection or objections to the transaction of business at such meeting.

Section 6. Quorum, Voting and Proxy. Shareholders representing a majority of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation shall constitute a quorum at a shareholders’ meeting. Any shareholder may be represented and vote at any shareholders’ meeting by proxy, which such shareholder has duly executed in writing or by any other method permitted by the Official Code of Georgia Annotated, filed with the Secretary of the corporation on or before the date of such meeting; provided, however, that no proxy shall be valid for more than 11 months after the date thereof unless otherwise specified in such proxy.

The common stock of the corporation shall have the following voting rights:

    (a)        Except as otherwise provided in paragraph (b) below, every holder of record of the common stock shall be entitled to one (1) vote in person or by proxy on each matter submitted to a vote at a meeting of shareholders for each share of the common stock held of record by such holder as of the record date of such meeting.

    (b)        Notwithstanding paragraph (a) above, every holder of record of a share of the common stock meeting any one of the following criteria, shall be entitled to ten (10) votes in person or by proxy on each matter submitted to a vote at a meeting of shareholders for each share of the common stock held of record by such holder as of the record date of such meeting which:

(1) has had the same beneficial owner since April 24, 1986; or

(2) has had the same beneficial owner for a continuous period of greater than 48 months prior to the record date of such meeting; or

(3) is held by the same beneficial owner to whom it was issued by the corporation in or as a part of an acquisition of a banking or non-banking company by the corporation where the resolutions adopted by the corporation’s Board of Directors approving said acquisition specifically reference and grant such rights; or

(4) is held by the same beneficial owner to whom it was issued by the corporation, or to whom it transferred by the corporation from treasury shares held by the corporation, and the resolutions adopted by the corporation’s Board of Directors approving such issuance and/or transfer specifically reference and grant such rights; or

3

(5) was acquired under any employee, officer and/or director benefit plan maintained for one or more employees, officers and/or directors of the corporation, and/or its subsidiaries, and is held by the same beneficial owner for whom it was acquired under the terms and provisions of such plan; or

(6) was acquired by reason of participation in a dividend reinvestment plan approved by the corporation and is held by the same beneficial owner for whom it was acquired under the terms and provisions of such plan; or

(7) is owned by a holder who, in addition to shares which are beneficially owned under the provisions of paragraph (b) (1)-(6) above, is the beneficial owner of less than 100,000 shares of common stock of the corporation, with such amount to be appropriately adjusted to properly reflect any change in the shares of common stock of the corporation by means of a stock split, a stock dividend, a recapitalization or otherwise occurring after April 24, 1986.

    (c)        For purposes of paragraphs (b) above and (e) below:

(1) any transferee of a share of the common stock receiving such stock:

(i) by gift; or

(ii) by bequest, devise or otherwise through the law of inheritance, descent and distribution from a descendant’s estate; or

(iii) by distribution from a trust holding such stock for the benefit of such transferee; or

(2) any corporate transferee receiving such common stock solely in exchange for the capital stock of such corporate transferee prior to December 31, 1986, provided that the transferor(s) of such common stock and their respective donees, legatees and devises own all of the issued and outstanding shares of capital stock of such corporate transferee;

shall be deemed in each case to be the same beneficial owner as the transferor.

        Any transfer of any share of the capital stock of a corporate transferee described in subparagraph (c) (2) above, other than by means described in subparagraph (c) (1) above shall disqualify all shares of the common stock held by such corporate transferee from the operation of this paragraph (c).

4

    (d)        For purposes of paragraph (b) above, shares of the common stock acquired pursuant to a stock option shall be deemed to have been acquired on the date the option was granted, and any shares of common stock acquired by the beneficial owner as a direct result of a stock split, stock dividend or other type of distribution of shares with respect to existing shares (“Dividend Shares”) will be deemed to have been acquired and held continuously from the date on which the shares with regard to which the Dividend Shares were issued were acquired.

    (e)        For purposes of paragraph (b) above, any share of the common stock held in “street” or “nominee” name shall be presumed to have been acquired by the beneficial owner subsequent to April 24, 1986 and to have had the same beneficial owner for a continuous period of less than 48 months prior to the record date of the meeting in question. This presumption shall be rebuttable by presentation to the corporation’s Board of Directors by such beneficial owner of evidence satisfactory to the corporation’s Board of Directors that such share has had the same beneficial owner continuously since April 24, 1986 or such share has had the same beneficial owner for a period greater than 48 months prior to the record date of the meeting in question.

    (f)        For purposes of this section, a beneficial owner of a share of common stock is defined to include a person or group of persons who, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares (1) voting power, which includes the power to vote, or to direct the voting of such share of common stock, (2) investment power, which includes the power to direct the sale or other disposition of such share of common stock, (3) the right to receive, retain or direct the distribution of the proceeds of any sale or other disposition of such share of common stock, or (4) the right to receive or direct the disposition of any distributions, including cash dividends, in respect of such share of common stock. For purposes of paragraphs (a) through (e) above, all determinations concerning beneficial ownership, changes therein, or the absence of any such change, shall be made by the corporation’s Board of Directors. Written procedures designed to facilitate such determinations shall be established by the corporation’s Board of Directors and refined from time to time. Such procedures shall provide, among other things, the manner of proof of facts that will be accepted and the frequency with which such proof may be required to be renewed. The corporation’s Board of Directors shall be entitled to rely on all information concerning beneficial ownership of the common stock coming to its attention from any source and in any manner reasonably deemed by it to be reliable, but the corporation shall not be charged with any other knowledge concerning the beneficial ownership of the common stock. Any disputes arising concerning beneficial ownership, changes therein, or the absence of any such changes, pursuant to this paragraph (f), shall be definitively resolved by a determination of the corporation’s Board of Directors made in good faith.

Section 7. Voting Rights. The voting rights of shares of common stock of the corporation shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.

5

Section 8. No Meeting Necessary When. Any action required by law or permitted to be taken at any shareholders’ meeting may be taken without a meeting if, and only if, written consent, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders and shall be filed with the Secretary and recorded in the Minute Book of the corporation.

ARTICLE III. DIRECTORS

Section 1. Number. The Board of Directors of the corporation shall consist of not less than 8 nor more than 60 Directors. The number of Directors may vary between said minimum and maximum, and within said limits, the shareholders representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation may, from time to time, by resolution fix the number of Directors to comprise said Board. This section, as it relates to, from time to time, fixing the number of Directors of the corporation by the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.

Section 2. Election and Tenure. The Board of Directors of the corporation shall be divided into three classes serving staggered 3-year terms, with each class to be as nearly equal in number as possible. At the first annual meeting of the shareholders of the corporation on or after the date of adoption of this provision, all members of the Board of Directors shall be elected with the terms of office of Directors comprising the first class to expire at the first annual meeting of the shareholders of the corporation after their election, the terms of office of Directors comprising the second class to expire at the second annual meeting of the shareholders of the corporation after their election and the terms of office of Directors comprising the third class to expire at the third annual meeting of the shareholders of the corporation after their election, and as their terms of office expire, the Directors of each class will be elected to hold office until the third succeeding annual meeting of the shareholders of the corporation after their election. In such elections, the nominees receiving a plurality of votes shall be elected. This section, as it relates to the division of the Board of Directors into three classes serving staggered 3-year terms, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.

Section 3. Powers. The Board of Directors shall have authority to manage the affairs and exercise the powers, privileges and franchises of the corporation as they may deem expedient for the interests of the corporation, subject to restrictions imposed by law, the terms of the Articles of Incorporation, bylaws and such policies and directions as may be prescribed from time to time by the shareholders of the corporation.

6

Section 4. Meetings. The annual meeting of the Board of Directors shall be held without notice immediately following the annual meeting of the shareholders of the corporation, on the same date and at the same place as said annual meeting of the shareholders. The Board by resolution may provide for regular meetings, which may be held without notice as and when scheduled in such resolution. Special meetings of the Board may be called at any time by the Chairman of the Board, the Chief Executive Officer, the Lead Director, or by any two or more Directors.

Section 5. Notice and Waiver; Quorum. Notice of any special meeting of the Board of Directors shall be given to each Director personally or by mail, telegram, cablegram or telephone, or by any other means customary for expedited business communications, at least one day prior to the meeting. Such notice may be waived, either before or after the meeting; and the attendance of a Director at any special meeting shall of itself constitute a waiver of notice of such meeting and of any and all objections to the place or time of the meeting, or to the manner in which it has been called or convened, except where a Director states, at the beginning of the meeting, any such objection or objections to the transaction of business. A majority of the Board of Directors shall constitute a quorum at any Directors’ meeting.

Section 6. No Meeting Necessary, When. Any action required by law or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, shall be signed by all the Directors or committee members. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors and shall be filed with the Secretary and recorded in the Minute Book of the corporation.

Section 7. Telephone Conference Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 8. Voting. At all meetings of the Board of Directors each Director shall have one vote and, except as otherwise provided herein or provided by law, all questions shall be determined by a majority vote of the Directors present.

Section 9. Removal. Any one or more Directors or the entire Board of Directors may be removed from office, with or without cause, by the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation at any shareholders’ meeting with respect to which notice of such purpose has been given. This section, as it relates to the removal of Directors of the corporation by the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation, shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of

7

all of the issued and outstanding shares of common stock of the corporation.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors caused by an increase in the number of Directors may be filled by the shareholders of the corporation for a full classified 3-year term, or such vacancy may be filled by the Board of Directors until the next annual meeting of the shareholders. Any vacancy occurring in the Board of Directors caused by the removal of a Director shall be filled by the shareholders, or if authorized by the shareholders, by the Board of Directors, for the unexpired term of the Director so removed. Any vacancy occurring in the Board of Directors caused by a reason other than an increase in the number of Directors or removal of a Director may be filled by the Board of Directors, or the shareholders, for the unexpired term of the Director whose position is vacated. Vacancies in the Board of Directors filled by the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, or the sole remaining Director, as the case may be.

Section 11. Dividends. The Board of Directors may declare dividends payable in cash or other property out of the unreserved and unrestricted net earnings of the current fiscal year, computed to the date of declaration of the dividend, or the preceding fiscal year, or out of the unreserved and unrestricted earned surplus of the corporation, as they may deem expedient.

Section 12. Committees. In the discretion of the Board of Directors, said Board from time to time may elect or appoint, from its own members, an Executive Committee, an Audit Committee, a Corporate Governance and Nominating Committee, a Compensation Committee and such other committee or committees as said Board may see fit to establish. Each such committee shall consist of two or more Directors, and each shall possess such powers and be charged with such responsibilities as are delegated by the Board by resolution, subject to the limitations imposed in these bylaws and by applicable law.

Executive Committee

        The Executive Committee shall, during the intervals between meetings of the corporation’s Board of Directors, possess and may exercise any and all powers of the corporation’s Board of Directors in the management and direction of the business and affairs of the corporation in which specific direction has not been given by the corporation’s Board of Directors.

Section 13. Officers and Salaries. The Board of Directors shall elect all officers of the corporation and shall approve the remuneration, including remuneration from employee benefit plans, of all officers, except that the Board of Directors shall not have the responsibility to approve salaries for officers who are not executive officers.

Section 14. Compensation of Directors. Directors shall be entitled to receive compensation for their service as Directors and such fees and expenses, if any, for attendance at each regular or special meeting of the Board and any adjournments thereof, as may be fixed from time to time by resolution of the Board, and such fees and expenses

8

shall be payable even though an adjournment be had because of the absence of a quorum; provided, however, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of either standing or special committees may be allowed such compensation as may be provided from time to time by resolution of the Board for serving upon and attending meetings of such committees.

Section 15. Advisory Directors. The Board of Directors of the corporation may at its annual meeting, or from time to time thereafter, appoint any individual to serve as a member of an Advisory Board of Directors of the corporation. Any individual appointed to serve as a member of an Advisory Board of Directors of the corporation shall be entitled to attend all meetings of the Board of Directors and may participate in any discussion thereat, but such individual may not vote at any meeting of the Board of Directors or be counted in determining a quorum for such meeting. It shall be the duty of members of the Advisory Board of Directors of the corporation to advise and provide general policy advice to the Board of Directors of the corporation at such times and places and in such groups and committees as may be determined from time to time by the Board of Directors, but such individuals shall not have any responsibility or be subject to any liability imposed upon a director or in any manner otherwise deemed a director. The same compensation paid to directors for their services as directors shall be paid to members of an Advisory Board of Directors of the corporation for their services as advisory directors. Each member of the Advisory Board of Directors except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding annual meeting of the Board of Directors and thereafter until his successor shall have been appointed.

Section 16. Emeritus Directors. When a member of the Board of Directors or the Advisory Board of Directors of the corporation attains seventy two (72) years of age, such director shall automatically, at his option, either (i) retire from the Board of Directors or the Advisory Board of Directors of the corporation, as the case may be; or (ii) be appointed as a member of the Emeritus Board of Directors of the corporation. Members of the Emeritus Board of Directors of the corporation shall be appointed annually by the Chairman of the Board of Directors of the corporation at the Annual Meeting of the Board of Directors of the corporation, or from time to time thereafter. Each member of the Emeritus Board of Directors of the corporation, except in the case of his earlier death, resignation, retirement, disqualification or removal, shall serve until the next succeeding Annual Meeting of the Board of Directors of the corporation. Any individual appointed as a member of the Emeritus Board of Directors of the corporation may, but shall not be required to, attend meetings of the Board of Directors of the corporation and may participate in any discussions thereat, but such individual may not vote at any meeting of the Board of Directors of the corporation or be counted in determining a quorum at any meeting of the Board of Directors of the corporation, as provided in Section 5 of Article III of the bylaws of the corporation. It shall be the duty of the members of the Emeritus Board of Directors of the corporation to serve as goodwill ambassadors of the corporation, but such individuals shall not have any responsibility or be subject to any liability imposed upon a member of the Board of Directors of the corporation or in any manner otherwise be deemed to be a member of the Board of Directors of the corporation. Each member of the Emeritus Board of Directors of the corporation shall be paid such compensation as may be set from time to

9

time by the Chairman of the Board of Directors of the corporation and shall remain eligible to participate in any Director Stock Purchase Plan maintained by, or participated in, from time to time by the corporation according to the terms and conditions thereof.

ARTICLE IV. OFFICERS

Section 1. Selection. The Board of Directors at each annual meeting shall elect or appoint a Chief Executive Officer, a President, a Secretary and a Treasurer, each to serve for the ensuing year and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death. The Board of Directors, at such meeting, may or may not, in the discretion of the Board, elect a Chairman of the Board, one or more Vice Chairmen of the Board, a Chief Operating Officer, one or more Vice Chairmen of the corporation, one or more Chairmen of the Board-Emeritus and/or one or more Vice Presidents and, also may elect or appoint one or more Assistant Vice Presidents and/or one or more Assistant Secretaries and/or one or more Assistant Treasurers. When more than one Vice President is elected, they may, in the discretion of the Board, be designated Executive Vice President, First Vice President, Second Vice President, etc., according to seniority or rank, and any person may hold two or more offices, except that neither the Chief Executive Officer nor President shall also serve as the Secretary.

Section 2. Removal, Vacancies. Any officers of the corporation may be removed from office at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall, under the direction of the Board of Directors, have responsibility for the general direction of the corporation’s business, policies and affairs. The Chief Executive Officer shall have such other authority and perform such other duties as usually appertain to the chief executive office in business corporations or as are provided by the Board of Directors.

Section 4. President. The President shall, under the direction of the Chief Executive Officer, have direct superintendence of the corporation’s business, policies, properties and affairs. The President shall have such further powers and duties as from time to time may be conferred upon or assigned to such officer by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 5. Vice Presidents. The Executive Vice Presidents, if any, and Vice Presidents shall have such powers and duties as from time to time may be conferred upon or assigned to them by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President. An Executive Vice President or other officer may be responsible for the assignment of duties to subordinate Vice Presidents.

Section 6. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of all meetings of the shareholders and Board of Directors; to keep the stock records of the corporation; to notify the shareholders and Directors of meetings as provided by these bylaws; and to perform such other duties as may be prescribed by the Chairman of the Board, Chief Executive Officer, President or Board of Directors. Any Assistant

10

Secretary, if elected, shall perform the duties of the Secretary during the absence or disability of the Secretary and shall perform such other duties as may be prescribed by the Chairman of the Board, Chief Executive Officer, President, Secretary or Board of Directors.

Section 7. Treasurer. The Treasurer shall keep, or cause to be kept, the financial books and records of the corporation, and shall faithfully account for its funds. He shall make such reports as may be necessary to keep the Chairman of the Board, the Chief Executive Officer, the President and Board of Directors fully informed at all times as to the financial condition of the corporation, and shall perform such other duties as may be prescribed by the Chairman of the Board, the Chief Executive Officer, President or Board of Directors. Any Assistant Treasurer, if elected, shall perform the duties of the Treasurer during the absence or disability of the Treasurer, and shall perform such other duties as may be prescribed by the Chairman of the Board, Chief Executive Officer, President, Treasurer or Board of Directors.

ARTICLE V. CONTRACTS, ETC.

Section 1. Contracts, Deeds and Loans. All contracts, deeds, mortgages, pledges, promissory notes, transfers and other written instruments binding upon the corporation shall be executed on behalf of the corporation by the Chairman of the Board, if elected, Chief Executive Officer, the President, or by such other officers or agents as the Board of Directors may designate from time to time. Any such instrument required to be given under the seal of the corporation may be attested by the Secretary or Assistant Secretary of the corporation.

Section 2. Proxies. The Chairman of the Board, Chief Executive Officer, any Vice Chairman of the Board, any Vice Chairman of the corporation, the President, any Executive Vice President, Secretary or Treasurer of the corporation shall have full power and authority, on behalf of the corporation, to attend and to act and to vote at any meetings of the shareholders, bond holders or other security holders of any corporation, trust or association in which the corporation may hold securities, and at and in connection with any such meeting shall possess and may exercise any and all of the rights and powers incident to the ownership of such securities and which as owner thereof the corporation might have possessed and exercised if present, including the power to execute proxies and written waivers and consents in relation thereto. In the case of conflicting representation at any such meeting, the corporation shall be represented by its highest ranking officer, in the order first above stated. Notwithstanding the foregoing, the Board of Directors may, by resolution, from time to time, confer like powers upon any other person or persons.

ARTICLE VI. CHECKS AND DRAFTS

        Checks and drafts of the corporation shall be signed by such officer or officers or such other employees or persons as the Board of Directors may from time to time designate.

11

ARTICLE VII. STOCK

Section 1. Certificates of Stock. Shares of capital stock of the corporation shall be issued in certificate or book-entry form. Certificates shall be numbered consecutively and entered into the stock book of the corporation as they are issued. Each certificate shall state on its face the fact that the corporation is a Georgia corporation, the name of the person to whom the shares are issued, the number and class of shares (and series, if any) represented by the certificate and their par value, or a statement that they are without par value. In addition, when and if more than one class of shares shall be outstanding, all share certificates of whatever class shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued by the corporation.

Section 2. Signature; Transfer Agent; Registrar. Share certificates shall be signed by the President or Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, and shall bear the seal of the corporation or a facsimile thereof. The Board of Directors may from time to time appoint transfer agents and registrars for the shares of capital stock of the corporation or any class thereof, and when any share certificate is countersigned by a transfer agent or registered by a registrar, the signature of any officer of the corporation appearing thereon may be a facsimile signature. In case any officer who signed, or whose facsimile signature was placed upon, any such certificate shall have died or ceased to be such officer before such certificate is issued, it may nevertheless be issued with the same effect as if he continued to be such officer on the date of issue.

Section 3. Stock Book. The corporation shall keep at its principal office, or at the office of its transfer agent, wherever located, with a copy at the principal office of the corporation, a book, to be known as the stock book of the corporation, containing in alphabetical order the name of each shareholder of record, together with his address, the number of shares of each kind, class or series of stock held by him and his social security number. The stock book shall be maintained in current condition. The stock book, including the share register, or the duplicate copy thereof maintained at the principal office of the corporation, shall be available for inspection by any shareholder at any meeting of the shareholders upon request and shall also be made available for inspection and copying upon the request of any shareholder owning in excess of 2% of the corporation’s common stock, which request must be made in accordance with the provisions of § 14-2-1602 of the Official Code of Georgia Annotated, as amended. The information contained in the stock book and share register may be stored on punch cards, magnetic tape, or any other approved information storage devices related to electronic data processing equipment, provided that any such method, device, or system employed shall first be approved by the Board of Directors, and provided further that the same is capable of reproducing all information contained therein, in legible and understandable form, for inspection by shareholders or for any other proper corporate purpose.

Section 4. Transfer of Stock; Registration of Transfer. The stock of the corporation shall be transferred only by surrender of the certificate and transfer upon the stock book of the

12

corporation. Upon surrender to the corporation, or to any transfer agent or registrar for the class of shares represented by the certificate surrendered, of a certificate properly endorsed for transfer, accompanied by such assurances as the corporation, or such transfer agent or registrar, may require as to the genuineness and effectiveness of each necessary endorsement and satisfactory evidence of compliance with all applicable laws relating to securities transfers and the collection of taxes, it shall be the duty of the corporation, or such transfer agent or registrar, to issue a new certificate, cancel the old certificate and record the transactions upon the stock book of the corporation.

Section 5. Registered Shareholders. Except as otherwise required by law, the corporation shall be entitled to treat the person registered on its stock book as the owner of the shares of the capital stock of the corporation as the person exclusively entitled to receive notification, dividends or other distributions, to vote and to otherwise exercise all the rights and powers of ownership and shall not be bound to recognize any adverse claim.

Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interests of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than seventy (70) nor less than ten (10) days before the date of any such meeting nor more than seventy (70) days prior to any other action. In each case, except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, to express such consent or dissent, or to receive payment of such dividend or such allotment of rights, or otherwise be recognized as shareholders for any other related purpose, notwithstanding any registration of a transfer of shares on the stock book of the corporation after any such record date so fixed.

Section 7. Lost Certificates. When a person to whom a certificate of stock has been issued alleges it to have been lost, destroyed or wrongfully taken, and if the corporation, transfer agent or registrar is not on notice that such certificate has been acquired by a bona fide purchaser, a new certificate may be issued upon such owner’s compliance with all of the following conditions, to-wit: (a) He shall file with the Secretary of the corporation, and the transfer agent or the registrar, his request for the issuance of a new certificate, with an affidavit setting forth the time, place and circumstances of the loss; (b) He shall also file with the Secretary, and the transfer agent or the registrar, a bond with good and sufficient security acceptable to the corporation and the transfer agent or the registrar, or other agreement of indemnity acceptable to the corporation and the transfer agent or the registrar, conditioned to indemnify and save harmless the corporation and the transfer agent or the registrar from any and all damage, liability and expense of every nature whatsoever resulting from the corporation’s or the transfer agent’s or the registrar’s issuing a new certificate in place of the one alleged to have been lost; and (c) He shall comply with such other reasonable requirements as the Chief Executive Officer, the President or the Board of Directors of the corporation, and the transfer agent or the registrar shall deem appropriate under the circumstances.

13

Section 8. Replacement of Mutilated Certificates. A new certificate may be issued in lieu of any certificate previously issued that may be defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient in the opinion of the Secretary and the transfer agent or the registrar to duly identify the defaced or mutilated certificate and to protect the corporation and the transfer agent or the registrar against loss or liability. Where sufficient identification is lacking, a new certificate may be issued upon compliance with the conditions set forth in Section 7 of this Article VII.

ARTICLE VIII. INDEMNIFICATION AND REIMBURSEMENT

        Subject to any express limitations imposed by applicable law, every person now or hereafter serving as a director, officer, employee or agent of the corporation and all former directors and officers, employees or agents shall be indemnified and held harmless by the corporation from and against the obligation to pay a judgement, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including attorneys’ fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the corporation; (b) because he or she is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or an accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan.

        Reasonable expenses incurred in any proceeding shall be paid by the corporation in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation, and a written affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification.

        The foregoing rights of indemnification and advancement of expenses shall not be deemed exclusive of any other right to which those indemnified may be entitled, and the corporation may provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law.

14

        The provisions of this Article VIII shall cover proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. In the event of death of any person having a right of indemnification or advancement of expenses under the provisions of this Article VIII, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. If any part of this Article VIII should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected.

ARTICLE IX.
MERGERS, CONSOLIDATIONS AND OTHER DISPOSITIONS OF ASSETS

        The affirmative vote of the shareholders of the corporation representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation shall be required to approve any merger or consolidation of the corporation with or into any corporation, and the sale, lease, exchange or other disposition of all, or substantially all, of the assets of the corporation to or with any other corporation, person or entity, with respect to which the approval of the corporation’s shareholders is required by the provisions of the corporate laws of the State of Georgia. This Article shall not be altered, deleted or rescinded except upon the affirmative vote of the shareholders representing at least 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation.

ARTICLE X.
CRITERIA FOR CONSIDERATION OF TENDER OR OTHER OFFERS

Section 1. Factors to Consider. The Board of Directors of the corporation may, if it deems it advisable, oppose a tender or other offer for the corporation’s securities, whether the offer is in cash or in the securities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but is not legally obligated to, consider any pertinent issues; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider any or all of the following:

(i) whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation;

(ii) whether a more favorable price could be obtained for the corporation’s securities in the future;

(iii) the impact which an acquisition of the corporation would have on the employees, depositors and customers of the corporation and its subsidiaries and the communities which they serve;

(iv) the reputation and business practices of the offeror and its management and affiliates as they would affect the employees, depositors and customers of the corporation and its subsidiaries and the future value of

15

(v) the corporation’s stock;

(v) the value of the securities, if any, that the offeror is offering in exchange for the corporation’s securities, based on an analysis of the worth of the corporation as compared to the offeror or any other entity whose securities are being offered; and

(vi) any antitrust or other legal or regulatory issues that are raised by the offer.

Section 2. Appropriate Actions. If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any or all of the following: (i) advising shareholders not to accept the offer; (ii) litigation against the offeror; (iii) filing complaints with governmental and regulatory authorities; (iv) acquiring the corporation’s securities; (v) selling or otherwise issuing authorized but unissued securities of the corporation or treasury stock or granting options or rights with respect thereto; (vi) acquiring a company to create an antitrust or other regulatory problem for the offeror; and (vii) soliciting a more favorable offer from another individual or entity.

ARTICLE XI. AMENDMENT

        Except as otherwise specifically provided herein, the bylaws of the corporation may be altered, amended or added to by the affirmative vote of the shareholders of the corporation representing 66 2/3% of the votes entitled to be cast by the holders of all of the issued and outstanding shares of common stock of the corporation present and voting therefor at a shareholders’ meeting or, subject to such limitations as the shareholders may from time to time prescribe, by a majority vote of all the Directors then holding office at any meeting of the Board of Directors.

16

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:     Patrick A. Reynolds
                  Director of Investor Relations
                  (706) 649-4973

Synovus Reports 9.0% Increase in Net Income for Third Quarter 2004

Financial Services Segment Growth Continues as TSYS Finalizes Agreement with
JPMorgan Chase & Co.

Columbus, Ga., October 20, 2004 — Synovus’ third quarter earnings grew 9.0% over the third quarter 2003 to $109.0 million, which represented earnings per share growth of 6.2% to $.35 per share, Synovus’ Chief Executive Officer James H. Blanchard announced today.

        “Throughout the first nine months of 2004, the Synovus Financial Services segment provided the key drivers for growth in net income” said Blanchard. “Excellent credit quality and strong loan growth led the earnings momentum in the third quarter. Additionally, TSYS finalized a definitive agreement with JPMorgan Chase & Co. to service its card portfolio and upgrade its card-processing technology – extending the relationship that started with TSYS and the former Bank One Corp. in March 2003.”

        Return on assets for the quarter was 1.82% and return on equity was 17.00% for the third quarter 2004, compared to 1.91% and 18.32%, respectively, in the same period last year. Shareholders’ equity at September 30, 2004, was $2.58 billion, which represented a very strong 10.56% of quarter-end assets. Total assets ended the quarter at $24.4 billion, an increase of 16.0% from the same period last year.

        Asset quality remained excellent. The net charge-off ratio was 0.26% compared to 0.32% for the third quarter of last year. For the first nine months of the year, the net charge-off ratio is 0.22%. The ratio of nonperforming assets to loans and other real estate decreased to 0.56% from 0.73% last year. The allowance for loan losses was 1.37% of loans, which provides coverage of 323% of nonperforming loans and the provision for loan losses covered net charge-offs by 1.75x for the quarter. Net interest income grew 15.7% over the same quarter last year as outstanding loans grew 15.7% fundamentally, which excludes acquisitions and divestitures. The third quarter net interest margin was 4.25%, up slightly from last quarter and the third quarter last year.

        Net income for the Synovus Financial Services segment increased 8.4% over the third quarter of last year. Return on assets for the quarter was 1.35% and return on equity was 16.20%, compared to 1.42% and 17.44%, respectively, in the same period last year. Financial Services’ non-interest income was down 5.4% as compared to last year, as mortgage banking revenue was down 62% compared to last year. Excluding mortgage banking revenue, acquisitions, and divestitures, non-interest income was up 12% in the quarter compared to the third quarter last year. Service charges on deposits and credit card fees for the third quarter increased by 17% and 14%, respectively, compared to the same period last year. Fees for financial planning and asset management were up 14% and trust services fees were up 11%,

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

Synovus Reports 9.0% Increase in Net Income for Third Quarter/p. 2

compared to the third quarter last year. Financial Services’ G&A expense was up 6.8% compared to the third quarter last year and up 2.6% compared to the second quarter of 2004. Financial Services’ efficiency ratio was 52.2% in the quarter and 52.6% for the first nine months of 2004, compared to 53.6% and 53.6%, respectively, in 2003.

        TSYS reported net income of $39.1 million for the third quarter 2004 compared to $35.5 million last year. Diluted earnings per share for the quarter increased by 10.3% to $0.20, up from $0.18 last year. During the quarter, TSYS successfully converted the first phase of the Bank One portfolio and The Royal Bank of Scotland Group’s acquired 1.5 million accounts from People’s Bank of Bridgeport, CT. Bank of America selected TSYS to provide credit card processing for its recently acquired FleetBoston 12 million card portfolio. Additionally, TSYS acquired Clarity Payment Solutions, Inc. (renamed TSYS Prepaid, Inc.), the leading provider of branded prepaid cards for Fortune 500 companies as well as domestic and international financial institutions. Equity in income from Vital increased 76% for the third quarter driven by strong transaction growth.

        Blanchard concluded, “The third quarter performance is a confirmation of our expectations of earnings per share growth to be at the upper end of the 8 – 10 % range for 2004. Good credit quality, improving margin, continued strong loan growth, fee income growth, and continuing expense control encourage us to believe the Financial Services segment will perform at the very top of the peer group. With the addition of JP Morgan Chase, TSYS is building momentum with account growth of 18% in the quarter and over 85 million accounts in the conversion pipeline. With our very dedicated and highly motivated team members and our strong balance sheet, we believe we are in position to achieve higher earnings performance as the economy improves throughout the year and beyond.”

        Synovus will host an earnings highlights conference call at 4:30 pm ET, on October 20, 2004. The conference call will be available in the Investor Relations section of www.synovus.com under the “Conference Calls and Webcasts” tab. Please log on 5-10 minutes ahead of the call time.

        Synovus (NYSE: “SNV”) is a diversified financial services holding company with over $24 billion in assets based in Columbus, Ga. Synovus provides integrated financial services including banking, financial management, insurance, mortgage and leasing services through 40 affiliate banks and other Synovus offices in Georgia, Alabama, South Carolina, Florida and Tennessee; and electronic payment processing through an 81-percent stake in TSYS (NYSE: “TSS”), the world’s largest third-party processor of international payments. Synovus is No. 20 on FORTUNE magazine’s list of “The 100 Best Companies To Work For” in 2004. See Synovus on the Web at www.synovus.com.

This press release contains statements that constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding Synovus’ expected growth in earnings per share for 2004, Synovus’ belief with respect to Financial Services performing at the top of its peer group, Synovus’ belief with respect to achieving higher earnings performance, and the assumptions underlying such statements, including, with respect to Synovus’ expected increase in earnings per share for 2004, continued improvement in credit quality, resulting in a net charge-off ratio of less than 0.30% for the year and a non-performing assets ratio in the 0.45-0.55% range by year end; a stable net interest margin for the year; loan growth of 10-12% in 2004; and TSYS’ net income growth for 2004 within the 5-7% range. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond Synovus’ ability to control or predict. These factors include, but are not limited to, competitive pressures arising from aggressive competition from other lenders; factors that affect the delinquency rate on Synovus’ loans and the rate at which Synovus’ loans are charged off; changes in the cost and availability of funding due to changes in the deposit market and credit market, or the way in which Synovus is perceived in such markets; inflation, interest rate, market and monetary fluctuations; TSYS’ earnings per share growth is lower that anticipated; the strength of the United States economy in general and the strength of the local economies in which Synovus conducts operations may be different than expected; the timely development of competitive new products and services and the acceptance of such by

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

Synovus Reports 9.0% Increase in Net Income for Third Quarter/p. 3

customers; Synovus’ inability to control expenses; a deterioration in credit quality or a reduced demand for credit; the costs and effects of litigation or adverse facts and developments related thereto; hostilities increase in the Middle East or elsewhere; and the effects of changes in government policy and regulations, including restrictions and/or limitations arising from banking laws, regulations and examinations. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations.

###

Post Office Box 120 / Columbus, GA 31902
www.synovus.com

EX-99.2

Exhibit 99.2

SYNOVUS
INCOME STATEMENT
(In thousands, except per share data)                                                                                                                           4 of 11

	Nine Months Ended September 30,
	2004			2003		Change
Interest Income (Taxable Equivalent)	$	851,961			802,301		6	.2 %
Interest Expense		210,061			231,114		(9	.1)
Net Interest Income (Taxable Equivalent)		641,900			571,187		12	.4
Tax Equivalent Adjustment		5,257			5,554		(5	.3)
Net Interest Income		636,643			565,633		12	.6
Provision for Loan Losses		54,464			51,977		4	.8
Net Interest Income After Provision		582,179			513,656		13	.3
Non-Interest Income:
Electronic Payment Processing Services		577,897			519,906		11	.2
Other Transaction Processing Services Revenue		125,681			81,735		53	.8
Service Charges on Deposits		90,877			77,877		16	.7
Fees For Trust Services		23,946			21,925		9	.2
Brokerage Revenue		16,387			15,108		8	.5
Mortgage Banking Income		19,527			51,991		(62	.4)
Credit Card Fees		21,646			19,117		13	.2
Securities Gains (Losses)		(89	)		1,336		nm
Other Fee Income		21,573			17,335		24	.4
Other Non-Interest Income		62,730			38,557		62	.7
Non-Interest Income before Reimbursable Items		960,175			844,887		13	.6
Reimbursable Items		172,499			168,852		2	.2
Total Non-Interest Income		1,132,674			1,013,739		11	.7
Non-Interest Expense:
Personnel Expense		556,210			505,091		10	.1
Occupancy & Equipment Expense		244,650			208,872		17	.1
Other Non-Interest Expense		216,921			174,538		24	.3
Non-Interest Expense before Reimbursable Items		1,017,781			888,501		14	.6
Reimbursable Items		172,499			168,852		2	.2
Total Non-Interest Expense		1,190,280			1,057,353		12	.6
Minority Interest in Consolidated Subsidiaries		20,581			19,453		5	.8
Income Before Taxes		503,992			450,589		11	.9
Income Tax Expense		185,681			164,303		13	.0
Net Income	$	318,311			286,286		11	.2
Basic Earnings Per Share		1.04			0.95		9	.6
Diluted Earnings Per Share		1.03			0.94		9	.4
Dividends Declared Per Share		0.52			0.50		5	.0
Return on Assets		1.86 %			1.89		(3	) bp
Return on Equity		17.52			17.80		(28	)
Average Shares Outstanding - Basic		306,435			302,067		1	.4 %
Average Shares Outstanding - Diluted		309,348			304,574		1	.6

bp - change is measured as difference in basis points.
nm - not meaningful

SYNOVUS
INCOME STATEMENT
(In thousands, except per share data)                                                                                                                               5 of 11

				2004						2003						3rd Quarter
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			'04 vs. '03 Change
Interest Income (Taxable Equivalent)	$	301,457			279,013			271,491			266,581			268,079			12	.5 %
Interest Expense		76,313			66,804			66,944			67,314			73,135			4	.3
Net Interest Income (Taxable Equivalent)		225,144			212,209			204,547			199,267			194,944			15	.5
Tax Equivalent Adjustment		1,710			1,747			1,800			1,836			1,831			(6	.6)
Net Interest Income		223,434			210,462			202,747			197,431			193,113			15	.7
Provision for Loan Losses		21,192			17,548			15,724			19,800			15,108			40	.3
Net Interest Income After Provision		202,242			192,914			187,023			177,631			178,005			13	.6
Non-Interest Income:
Electronic Payment Processing Services		204,340			190,607			182,950			182,806			177,580			15	.1
Other Transaction Processing Services Revenue		43,006			41,827			40,848			37,060			30,927			39	.1
Service Charges on Deposits		31,257			31,188			28,432			29,527			26,710			17	.0
Fees For Trust Services		7,948			7,907			8,091			8,084			7,189			10	.6
Brokerage Revenue		5,012			5,616			5,759			5,353			5,338			(6	.1)
Mortgage Banking Income		6,861			5,772			6,894			6,642			18,021			(61	.9)
Credit Card Fees		8,097			7,509			6,040			6,927			7,110			13	.9
Securities Gains (Losses)		(24	)		--			(65	)		1,155			755			nm
Other Fee Income		7,451			7,202			6,920			6,347			6,039			23	.4
Other Non-Interest Income		14,035			17,919			30,776			15,376			11,776			19	.2
Non-Interest Income before Reimbursable Items		327,983			315,547			316,645			299,277			291,445			12	.5
Reimbursable Items		56,309			55,745			60,445			56,313			55,740			1	.0
Total Non-Interest Income		384,292			371,292			377,090			355,590			347,185			10	.7
Non-Interest Expense:
Personnel Expense		194,624			174,955			186,631			167,157			171,525			13	.5
Occupancy & Equipment Expense		80,073			86,187			78,390			72,816			70,289			13	.9
Other Non-Interest Expense		74,699			74,365			67,857			68,504			63,134			18	.3
Non-Interest Expense before Reimbursable Items		349,396			335,507			332,878			308,477			304,948			14	.6
Reimbursable Items		56,309			55,745			60,445			56,313			55,740			1	.0
Total Non-Interest Expense		405,705			391,252			393,323			364,790			360,688			12	.5
Minority Interest in Consolidated Subsidiaries		7,480			6,852			6,249			7,519			6,780			10	.3
Income Before Taxes		173,349			166,102			164,541			160,912			157,722			9	.9
Income Tax Expense		64,341			60,961			60,379			58,273			57,722			11	.5
Net Income	$	109,008			105,141			104,162			102,639			100,000			9	.0
Basic Earnings Per Share		0.35			0.34			0.34			0.34			0.33			6	.1
Diluted Earnings Per Share		0.35			0.34			0.34			0.34			0.33			6	.2
Dividends Declared Per Share		0.17			0.17			0.17			0.17			0.17			5	.0
Return on Assets		1.82	%		1.86	%		1.91	%		1.94	%		1.91	%		(9	) bp
Return on Equity		17.00			17.60			18.00			18.37			18.32			(132	)
Average Shares Outstanding - Basic		309,448			306,180			303,644			301,842			301,366			2	.7  %
Average Shares Outstanding - Diluted		312,343			308,857			306,812			306,160			304,514			2	.6

bp - change is measured as difference in basis points.
nm - not meaningful

SYNOVUS
Financial Services Segment
INCOME STATEMENT
(In thousands, except per share data)                                                                                                                                  6 of 11

	Nine Months Ended September 30,
	2004			2003		Change
Interest Income (Taxable Equivalent)	$	851,954			802,316		6	.2 %
Interest Expense		210,556			231,726		(9	.1)
Net Interest Income (Taxable Equivalent)		641,398			570,590		12	.4
Tax Equivalent Adjustment		5,250			5,542		(5	.3)
Net Interest Income		636,148			565,048		12	.6
Provision for Loan Losses		54,464			51,977		4	.8
Net Interest Income After Provision		581,684			513,071		13	.4
Non-Interest Income:
Service Charges on Deposits		90,877			77,877		16	.7
Fees For Trust Services		24,489			22,337		9	.6
Brokerage Revenue		16,387			15,108		8	.5
Mortgage Banking Income		19,527			51,991		(62	.4)
Credit Card Fees		21,646			19,117		13	.2
Securities Gains (Losses)		(89	)		1,336		nm
Other Fee Income		21,573			17,335		24	.4
Other Non-Interest Income		52,110			29,878		74	.4
Total Non-Interest Income		246,520			234,979		4	.9
Non-Interest Expense:
Personnel Expense		281,913			259,873		8	.5
Occupancy & Equipment Expense		60,851			55,800		9	.1
Other Non-Interest Expense		124,329			115,282		7	.8
Total Non-Interest Expense		467,093			430,955		8	.4
Income Before Taxes		361,111			317,095		13	.9
Income Tax Expense		130,047			113,172		14	.9
Net Income	$	231,064			203,923		13	.3
Return on Assets		1.41 %			1.40		1	bp
Return on Equity		17.18			16.74		44

bp - change is measured as difference in basis points.
nm - not meaningful

SYNOVUS
Financial Services Segment
INCOME STATEMENT
(In thousands)                                                                                                                               7 of 11

	2004								2003				3rd Quarter
	Third Quarter			Second Quarter		First Quarter			Fourth Quarter		Third Quarter		'04 vs. '03 Change
Interest Income (Taxable Equivalent)	$	301,458			279,010		271,486			266,577		268,093		12	.4 %
Interest Expense		76,502			66,964		67,090			67,340		73,175		4	.5
Net Interest Income (Taxable Equivalent)		224,956			212,046		204,396			199,237		194,918		15	.4
Tax Equivalent Adjustment		1,710			1,744		1,796			1,831		1,826		(6	.4)
Net Interest Income		223,246			210,302		202,600			197,406		193,092		15	.6
Provision for Loan Losses		21,192			17,548		15,724			19,800		15,108		40	.3
Net Interest Income After Provision		202,054			192,754		186,876			177,606		177,984		13	.5
Non-Interest Income:
Service Charges on Deposits		31,257			31,188		28,432			29,527		26,710		17	.0
Fees For Trust Services		8,160			8,097		8,232			8,219		7,322		11	.4
Brokerage Revenue		5,012			5,616		5,759			5,353		5,338		(6	.1)
Mortgage Banking Income		6,861			5,772		6,894			6,642		18,021		(61	.9)
Credit Card Fees		8,097			7,509		6,040			6,927		7,110		13	.9
Securities Gains (Losses)		(24	)		--		(65	)		1,155		755		nm
Other Fee Income		7,451			7,202		6,920			6,347		6,039		23	.4
Other Non-Interest Income		9,885			13,987		28,238			11,875		9,766		1	.2
Total Non-Interest Income		76,699			79,371		90,450			76,045		81,061		(5	.4)
Non-Interest Expense:
Personnel Expense		93,631			91,283		96,999			80,346		88,894		5	.3
Occupancy & Equipment Expense		21,156			20,004		19,691			20,041		19,244		9	.9
Other Non-Interest Expense		42,764			42,310		39,254			44,065		39,426		8	.5
Total Non-Interest Expense		157,551			153,597		155,944			144,452		147,564		6	.8
Income Before Taxes		121,202			118,528		121,382			109,199		111,481		8	.7
Income Tax Expense		43,935			42,486		43,625			38,536		40,214		9	.3
Net Income	$	77,267			76,042		77,757			70,663		71,267		8	.4
Return on Assets		1.35 %			1.41 %		1.49 %			1.39 %		1.42		(7)	bp
Return on Equity		16.20			17.26		18.18			17.07		17.44		124

bp - change is measured as difference in basis points.
nm - not meaningful

SYNOVUS
BALANCE SHEET
(In thousands, except per share data)                                                                                                                             8 of 11

	September 30, 2004			December 31, 2003			September 30, 2003
ASSETS
Cash and due from banks	$	757,380			696,030			706,029
Interest earning deposits with banks		4,140			4,423			4,426
Federal funds sold and securities purchased
under resale agreements		122,130			172,922			138,448
Mortgage loans held for sale		126,099			133,306			238,986
Investment securities available for sale		2,621,120			2,529,257			2,431,951
Loans, net of unearned income		18,871,056			16,464,914			15,918,573
Allowance for loan losses		(257,647	)		(226,059	)		(223,461	)
Loans, net		18,613,409			16,238,855			15,695,112
Premises and equipment, net		629,738			578,710			565,003
Contract acquisition costs and computer software, net		364,382			383,562			343,469
Goodwill, net		419,323			248,868			248,870
Other intangible assets, net		41,552			33,970			35,600
Costs in excess of billings on uncompleted contracts		7,272			--			--
Other assets		682,948			612,726			615,500
Total assets	$	24,389,493			21,632,629			21,023,394
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	3,202,214			2,833,567			2,800,637
Interest bearing		14,572,170			13,108,042			12,723,450
Total deposits		17,774,384			15,941,609			15,524,087
Federal funds purchased and securities sold
under repurchase agreements		1,671,239			1,354,887			1,115,984
Long-term debt		1,740,103			1,575,777			1,684,798
Billings in excess of costs and profits on uncompleted contracts		--			17,573			24,074
Other liabilities		468,141			355,906			365,213
Total liabilities		21,653,867			19,245,752			18,714,156
Minority interest in consolidated subsidiaries		158,912			141,838			133,432
Shareholders' equity:
Common stock, par value $1.00 a share (1)		315,200			307,748			307,055
Surplus		619,734			442,931			422,615
Treasury stock (2)		(113,944	)		(113,940	)		(112,738	)
Unearned compensation		(146	)		(266	)		(306	)
Accumulated other comprehensive income		18,513			29,509			32,873
Retained earnings		1,737,357			1,579,057			1,526,307
Total shareholders' equity		2,576,714			2,245,039			2,175,806
Total liabilities and shareholders' equity	$	24,389,493			21,632,629			21,023,394

(1) Common shares outstanding: 309,538,462; 302,090,128; and 301,441,645 at September 30, 2004, December 31, 2003, and September 30, 2003, respectively.

(2) Treasury shares: 5,661,623 at September 30, 2004, 5,658,005 at December 31, 2003, and 5,612,964 at September 30, 2003.

SYNOVUS
AVERAGE BALANCES AND YIELD RATES
(Dollars in thousands)                                                                                                          9 of 11

	2004						2003
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter
Interest Earning Assets
Taxable Investment Securities	$	2,382,319			2,355,328			2,319,280			2,200,668			2,067,538
Yield		3.72	%		3.71			3.86			3.74			3.73
Tax-Exempt Investment Securities	$	233,271			230,885			229,905			233,425			233,198
Yield		6.92	%		7.14			7.14			7.11			7.13
Commercial Loans	$	15,385,995			14,567,795			13,991,230			13,346,751			13,081,909
Yield		5.79	%		5.66			5.67			5.73			5.84
Consumer Loans	$	958,540			967,450			1,003,595			1,037,283			1,068,485
Yield		8.03	%		8.00			8.03			8.08			8.29
Mortgage Loans	$	936,240			856,688			823,625			819,412			810,525
Yield		5.89	%		5.92			6.01			6.10			6.21
Credit Card Loans	$	248,755			245,534			241,415			239,433			229,271
Yield		8.93	%		8.53			9.28			8.69			9.04
Home Equity Loans	$	890,867			790,238			719,915			674,264			619,826
Yield		4.61	%		4.45			4.50			4.52			4.58
Allowance for Loan Losses	$	(252,370	)		(241,082	)		(231,822	)		(225,021	)		(224,360	)
Loans, Net	$	18,168,027			17,186,623			16,547,958			15,892,122			15,585,656
Yield		5.97	%		5.87			5.91			5.98			6.10
Mortgage Loans Held for Sale	$	112,502			148,471			105,557			136,133			343,069
Yield		6.15	%		5.27			5.33			5.43			5.04
Federal Funds Sold	$	162,580			158,373			171,284			113,728			109,652
Yield		1.23	%		1.04			1.10			1.14			1.31
Time Deposits with Banks	$	4,136			4,137			4,372			4,426			4,500
Yield		0.80	%		0.45			0.46			0.46			0.47
Total Interest Earning Assets	$	21,062,836			20,083,817			19,378,354			18,580,502			18,343,613
Yield		5.69	%		5.58			5.63			5.70			5.80
Interest Bearing Liabilities
Time Deposits Over $100,000	$	4,135,970			3,789,423			3,628,357			3,446,050			3,471,693
Rate		2.35	%		2.21			2.29			2.46			2.67
Time Deposits Under $100,000	$	2,209,883			2,225,224			2,266,593			2,311,870			2,407,719
Rate		2.18	%		2.21			2.28			2.35			2.51
Other Interest Bearing Deposits	$	8,050,733			7,624,880			7,323,415			7,112,385			6,873,110
Rate		0.94	%		0.80			0.80			0.79			0.80
Federal Funds Purchased and Other
Short-Term Borrowings	$	1,422,598			1,513,306			1,495,333			1,176,709			1,020,042
Rate		1.40	%		1.00			0.98			0.95			0.97
Long-Term Debt	$	1,747,788			1,667,441			1,635,648			1,576,346			1,698,311
Rate		3.51	%		3.53			3.71			3.79			4.17
Total Interest Bearing Liabilities	$	17,566,972			16,820,274			16,349,345			15,623,360			15,470,875
Rate		1.72	%		1.59			1.64			1.71			1.87
Non-Interest Bearing Demand Deposits	$	3,137,357			3,006,493			2,769,367			2,715,015			2,669,500
Shareholders' Equity	$	2,550,346			2,402,271			2,327,319			2,216,818			2,165,657
Total Assets	$	23,778,250			22,705,467			21,913,168			21,028,492			20,760,836
Spread		3.97	%		3.99			3.99			3.99			3.93
Net Interest Margin		4.25	%		4.24			4.24			4.26			4.22

LOANS OUTSTANDING AND NONPERFORMING LOANS COMPOSITION
(Dollars in thousands)                                                                   10 of 11

	September 30, 2004
Loan Type	Total Loans			Loans as a % of Total Loans Outstanding			Total Nonperforming Loans		Nonperforming Loans as a % of Total Nonperforming Loans
Commercial Real Estate
Multi-Family	$	563,195			3	.0 %	$	931		1	.2 %
Hotels		788,160			4	.2		1,541		1	.9
Office Buildings		724,883			3	.8		769		1	.0
Shopping Centers		565,994			3	.0		2,738		3	.4
Commercial Development		659,350			3	.5		60		0	.1
Total Investment Properties		3,301,582			17	.5		6,039		7	.6
1-4 Family Construction		1,093,713			5	.8		1,235		1	.5
1-4 Family Perm / Mini-Perm		828,892			4	.4		5,427		6	.8
Residential Development		985,318			5	.2		--		--
Total 1-4 Family Properties		2,907,923			15	.4		6,662		8	.3
Land Acquisition		886,014			4	.7		212		0	.3
Total Investment-Related Real Estate		7,095,519			37	.6		12,913		16	.2
Owner-Occupied		2,180,811			11	.5		6,405		8	.0
Other Property		1,602,199			8	.5		3,791		4	.8
Total Commercial Real Estate		10,878,529			57	.6		23,109		29	.0
Commercial & Industrial		4,935,646			26	.2		48,977		61	.4
Consumer		3,097,262			16	.4		7,690		9	.6
Unearned Income		(40,381	)		(0	.2)		--		--
Total	$	18,871,056			100.	0 %	$	79,776		100.	0 %

CREDIT QUALITY DATA
(Dollars in thousands)                                                                                                           11 of 11

	2004				2003						3rd Quarter
	Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		'04 vs. '03 Quarter
Nonperforming Loans		79,776		67,489		70,007		67,442		93,633		(14	.8)%
Other Real Estate		25,424		26,972		26,061		28,422		22,842		11	.3
Nonperforming Assets		105,200		94,461		96,068		95,864		116,475		(9	.7)
Allowance for Loan Losses		257,647		248,585		236,056		226,059		223,461		15	.3
Net Charge-Offs - Quarter		12,130		9,589		6,773		17,202		12,626		(3	.9)
Net Charge-Offs - YTD		28,492		16,362		6,773		56,093		38,891		(26	.7)
Net Charge-Offs / Average Loans - Quarter		0.26		0.22		0.16		0.43		0.32
Net Charge-Offs / Average Loans - YTD		0.22		0.19		0.16		0.36		0.34
Nonperforming Loans / Loans & ORE		0.42		0.37		0.41		0.41		0.59
Nonperforming Assets / Loans & ORE		0.56		0.52		0.56		0.58		0.73
Allowance / Loans		1.37		1.38		1.39		1.37		1.40
Allowance / Nonperforming Loans		322.96		368.34		337.19		335.19		238.66
Allowance / Nonperforming Assets		244.91		263.16		245.72		235.81		191.85
Past Due Loans over 90 days		23,178		27,453		23,295		21,138		23.254
As a Percentage of Loans Outstanding		0.12		0.15		0.14		0.13		0.15
Total Past Dues		118,390		109,385		129,844		109,672		111.269
As a Percentage of Loans Outstanding		0.63		0.61		0.76		0.67		0.70

REGULATORY CAPITAL RATIOS (1)
(Dollars in thousands)

	September 30,2004		December 31, 2003	September 30, 2003
Tier 1 Capital	$2,276,827		2,091,755		2,012,154
Total Risk-Based Capital	2,834,432		2,617,814		2,535,615
Tier 1 Capital Ratio	9.95	%	10.43		10.00
Total Risk-Based Capital Ratio	12.39		13.06		12.98
Leverage Ratio	9.76		10.09		9.84

(1) September 30, 2004 information is preliminary.