8-A12B

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                    -----------------------------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              SunTrust Banks, Inc.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





                           Georgia                                                58-1575035
- --------------------------------------------------------------         --------------------------
            (State of incorporation or organization)                            (IRS Employer
                                                                              Identification No.)

    303 Peachtree Street, NE, Atlanta, Georgia                                      30308
- --------------------------------------------------------------         --------------------------
            (Address of principal executive officers)                            (Zip Code)






If this form relates to the registration of a        If this form relates to the registration of a
class of securities pursuant to Section 12(b)        class of securities pursuant to Section 12(g)
of the Exchange Act and is effective                 of the Exchange Act and is effective
pursuant to General Instruction A.(c), please        pursuant to General Instruction A.(d), please
check the following box: [X]                         check the following box: [ ]


Securities Act registration statement file number to which this form relates:
333-73638 and 333-73638-01
- --------------------------

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of Each Class                    Name of Each Exchange on which
         to be so Registered                    Each Class is to be Registered
         -------------------                    ------------------------------




   Guarantee of 7.70% Trust Preferred Securities of National    The New York Stock Exchange, Inc.
   Commerce Capital Trust II


Securities to be registered pursuant to Section 12(g) of the Act:

                                None
                                ----
                          (Title of class)





ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         SunTrust Banks, Inc. ("SunTrust" or the "Registrant"), as successor by
merger to National Commerce Financial Corporation ("NCF") pursuant to the
Agreement and Plan of Merger, dated as of May 7, 2004, by and between SunTrust
and NCF (the "Merger"), is registering hereunder its guarantee (the "Guarantee")
of 7.70% Trust Preferred Securities (the "Trust Preferred Securities") issued on
December 14, 2001 by National Commerce Capital Trust II, a statutory business
trust created under the laws of Delaware ("Capital Trust"). Pursuant to the
terms of the Merger, NCF merged with and into SunTrust, with SunTrust as the
surviving corporation. The Merger was effective on October 1, 2004 and at such
time, Capital Trust became a wholly owned subsidiary of SunTrust. The Trust
Preferred Securities will remain outstanding following the Merger.

         The Trust Preferred Securities represent beneficial ownership interests
in the assets of Capital Trust and were guaranteed by NCF up and until the
effective time of the Merger. In connection with the Merger, SunTrust and NCF
executed an Assignment and Assumption Agreement, dated September 22, 2004, which
provides for, among other things, the assumption by SunTrust of all of NCF's
obligations to guarantee the due and punctual payment of principal and interest
on the Trust Preferred Securities by Capital Trust, such assumption to be
effective as of the effective time of the Merger (the "Assignment and Assumption
Agreement"). A copy of the Assignment and Assumption Agreement is filed as
Exhibit 9 hereto and incorporated herein by reference.

         A description of the terms of the Guarantee is set forth under the
captions entitled "Description of the Guarantee" and "Relationship Among the
Trust Preferred Securities, the Junior Subordinated Debentures and the
Guarantee" in the Prospectus, dated December 7, 2001, which forms a part of the
Registration Statement on Form S-1 (as amended, the "Registration Statement") of
National Commerce and Capital Trust II (File Nos. 333-73638 and 333-73638-01).
Such description is incorporated herein by reference.

ITEM 2.    EXHIBITS.

         1.   Certificate of Trust of National Commerce Capital Trust II
              (incorporated herein by reference to Exhibit 4.2 to the
              Registration Statement).

         2.   Trust Agreement of National Commerce Capital Trust II
              (incorporated herein by reference to Exhibit 4.5 to the
              Registration Statement).

         3.   Form of Trust Preferred Security (incorporated herein by reference
              to Exhibit 4.6 to the Registration Statement).

         4.   Form of Subordinated Debenture (incorporated herein by reference
              to Exhibit 4.8 to the Registration Statement).

                                         2


         5.   Form of Junior Subordinated Indenture between National Commerce
              Financial Corporation and The Bank of New York, as Debenture
              Trustee (incorporated herein by reference to Exhibit 4.9 to the
              Registration Statement).

         6.   Form of Guarantee between National Commerce Financial Corporation,
              as Guarantor, and The Bank of New York, as Guarantee Trustee
              (incorporated herein by reference to Exhibit 4.10 to the
              Registration Statement).

         7.   Form of Amended and Restated Trust Agreement between National
              Commerce Financial Corporation, as Depositor, The Bank of New
              York, as Property Trustee, The Bank of New York (Delaware), as
              Delaware Trustee, and the Administrative Trustees named therein
              (incorporated herein by reference to Exhibit 4.14 to the
              Registration Statement).

         8.   The sections under the captions "Description of the Guarantee" and
              "Relationship Among the Trust Preferred Securities, the Junior
              Subordinated Debentures and the Guarantee" in the Prospectus,
              dated December 7, 2001, which forms a part of the Registration
              Statement (such sections are incorporated herein by reference to
              the Registration Statement).

         9.*  Assignment and Assumption Agreement, dated September 22, 2004,
              between NCF and SunTrust.
         -------------
         *  Filed herewith



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                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereto duly authorized.



                                  SUNTRUST BANKS, INC.




                                   By:  /s/ Kimberly N. Rhodes
                                       ----------------------------------------
                                            Kimberly N. Rhodes
                                            Vice President and Corporate Counsel



Date: October 1, 2004






                                             4

EX-9

                                                                      Exhibit 9



                        ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as
of this 22nd day of September, 2004, between NATIONAL COMMERCE FINANCIAL
CORPORATION, a Tennessee corporation ("NCF"), and SUNTRUST BANKS, INC., a
Georgia corporation ("SunTrust").




                               W I T N E S S E T H
                               - - - - - - - - - -

                  WHEREAS, NCF and The Bank of New York, as Trustee are parties
to a Junior Subordinated Indenture, dated as of December 14, 2001, pursuant to
which NCF has issued $206,185,575 in aggregate principal amount of 7.70% junior
subordinated deferrable interest debentures due 2031 in order to evidence a loan
made to NCF of the proceeds from the issuance by National Commerce Capital Trust
II, a Delaware statutory business trust (the "Trust"), of an aggregate of
8,000,000 of 7.70% trust preferred securities (the "Preferred Securities") and
of an aggregate of 247,423 of Common Securities, representing preferred
undivided beneficial interests in the assets of the Trust;



                  WHEREAS, NCF has guaranteed payments of amounts due under the
Preferred Securities and Common Securities to the extent set forth in the
Guarantee Agreement dated as of December 14, 2001 between NCF and The Bank of
New York, as Guarantee Trustee (the "Guarantee Agreement");



                  WHEREAS, pursuant to the Agreement and Plan of Merger, dated
May 7, 2004, by and between SunTrust and NCF (the "Merger Agreement"), NCF will
merge with and into SunTrust (the "Merger") and SunTrust will be the surviving
entity;



                  WHEREAS, Section 8.1 of the Guarantee Agreement allows NCF to
assign all of its right, title and interest in and to the Guarantee Agreement;


                  WHEREAS, NCF desires to assign, transfer and deliver to
SunTrust, all right, title and interest to the Guarantee Agreement, and SunTrust
desires to assume all of NCF's liabilities and obligations under and pursuant to
the Guarantee Agreement; and


                  WHEREAS, in connection with the Merger, at the effective time
of the Merger, SunTrust will assume all of NCF's obligations in connection with
the Guarantee Agreement.







         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, NCF and
SunTrust mutually covenant and agree as follows:


                                 ARTICLE 1
                    ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS



     Section 1.01 Assignment. Effective as of the Effective Time (as defined in
the Merger Agreement) of the Merger, NCF does hereby assign, transfer and
deliver to SunTrust all right, title and interest in the Guarantee Agreement.

     Section 1.02 Assumption. Effective as of the Effective Time (as defined in
the Merger Agreement) of the Merger, SunTrust, as the successor to NCF under the
terms of the Merger Agreement, hereby expressly agrees to perform NCF's
obligations under the Guarantee Agreement.


                                    ARTICLE 2
                                  MISCELLANEOUS



     Section 2.01 Definitions. Capitalized terms used in this Assignment and not
otherwise defined herein shall have the respective meanings set forth in the
Guarantee Agreement.




                                        2







     Section 2.02 Counterparts. The parties may sign any number of copies of
this Assignment. Each signed copy shall be an original, but all of them together
represent the same agreement.

     Section 2.03 Headings. The Section headings are for convenience only and
shall not affect the construction hereof.

     Section 2.04 Effectiveness. This Assignment shall become effective and
operative immediately, without any further action required by the parties hereto
upon consummation of the Merger notwithstanding the earlier dated execution and
delivery of this Assignment; provided that, if such Merger does not occur on or
before October 31, 2004, this Assignment shall terminate and be void and of no
effect.

     Section 2.05 GOVERNING LAW. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.














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         IN WITNESS WHEREOF, the undersigned have caused this Assignment to be
executed as of the date first above written.

                                NATIONAL COMMERCE FINANCIAL CORPORATION


                                By:      /s/ William R. Reed, Jr.
                                    ----------------------------------------
                                Name:  William R. Reed, Jr.
                                Title: President and Chief Financial Officer



                                SUNTRUST BANKS, INC.


                                By:      /s/ Raymond D. Fortin
                                    -------------------------------------------
                                Name:  Raymond D. Fortin
                                Title: Senior Vice President and General Counsel


    Acknowledged as of this

    22nd day of September, 2004:



    THE BANK OF NEW YORK


By:      /s/ Ming Ryan                              , AS GUARANTEE TRUSTEE
    ------------------------------------------------
Name: Ming Ryan
      Title: Vice President




                     [ASSIGNMENT AND ASSUMPTION AGREEMENT -

                  GUARANTEE AGREEMENT, DATED DECEMBER 14, 2001]