8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): October 1, 2004

SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)

Georgia				001-08918				58-1575035
(State or other jurisdiction of incorporation or organization)				(Commission File Number)				(I.R.S. Employer Identification No.)

303 Peachtree Street, N.E., Atlanta, Georgia				30308
(Address of principal executive offices)				(Zip Code)

Registrant's telephone number, including area code: 404-588-7165

Not Applicable
(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 8.01. OTHER EVENTS

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a press release issued by SunTrust Banks, Inc. ("SunTrust" or "the Registrant") on October 1, 2004, announcing that the previously-announced merger between SunTrust and National Commerce Financial Corporation has been completed, effective as of October 1, 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits. The following exhibit is filed herewith:

Exhibit Number				Description
99.1 - -				Press release of SunTrust, issued on October 1, 2004.

Signature

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

Date: October 1, 2004

SUNTRUST BANKS, INC.

By: /s/ Kimberly N. Rhodes

Kimberly N. Rhodes
Vice President and Corporate Counsel

EX-99.1

                                                                    Exhibit 99.1

        SUNTRUST COMPLETES NATIONAL COMMERCE FINANCIAL CORPORATION MERGER

           FOUR FORMER NCF DIRECTORS JOIN SUNTRUST BOARD OF DIRECTORS

ATLANTA, Oct. 1 -- SunTrust Banks, Inc. (NYSE: STI - News) today announced the
completion of its merger with National Commerce Financial Corporation (NCF),
creating a combined financial services enterprise with combined assets of more
than $152 billion, deposits of $101 billion, and more than 1,700 branches in
fast-growing Southeast and Mid-Atlantic markets.

"Today marks an important legal and organizational milestone as we continue the
work of combining our two companies," said L. Phillip Humann, SunTrust chairman,
president and CEO. "But the closing of this transaction does not signal any
immediate changes for the vast majority of NCF customers; they will continue to
do business as they always have, with the same people they know and trust." Mr.
Humann noted that conversion of NCF accounts, and the introduction of the
SunTrust "brand" into former NCF markets, will not take place until 2005 and
will be preceded by "extensive and timely customer communication."

Merger Consideration

Based on election results and the average closing price of SunTrust common stock
of $69.574 for the five-day period ending on September 30,2004, and applying the
proration provisions set forth in the merger agreement, the merger consideration
received by former NCF stockholders is as follows:

    -- NCF stockholders who elected cash receive $34.4578 in cash (the "cash
       consideration") per NCF share;

    -- NCF stockholders who elected stock receive .4953 shares of SunTrust
       common stock (the "stock consideration") per NCF share; and

    -- non-electing NCF stockholders receive the cash consideration with respect
       to approximately 87.28% of the NCF shares they own and the stock
       consideration with respect to their remaining NCF shares.

New Directors Named

Coincident with the merger closing, SunTrust also announced four former National
Commerce Financial Corporation directors have joined the SunTrust Banks, Inc.
board of directors, bringing to 18 the total number of SunTrust directors. The
new SunTrust directors are:

    -- Thomas C. Farnsworth, Jr., Farnsworth Investment Co., Memphis,
       Tennessee;

    -- Blake P. Garrett, Jr., Partner, Garrett & Garrett Co., Fountain Inn,
       South Carolina;




    -- Thomas M. Garrott, former Chairman of the Executive Committee and
       former Chairman of the Board, National Commerce Financial Corporation,
       Memphis, Tennessee;

    -- Dr. Phail Wynn, Jr., President, Durham Technical Community College,
       Durham, North Carolina.

SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation's largest
commercial banking organizations. The company operates an extensive distribution
network primarily in Florida, Georgia, Maryland, North Carolina, South Carolina,
Tennessee, Virginia and the District of Columbia and also serves customers in
selected markets nationally. Its primary businesses include deposit, credit,
trust and investment services. Through various subsidiaries the company provides
credit cards, mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is http://www.suntrust.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, SunTrust's plans, objectives, expectations and intentions
and other statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of SunTrust's and NCF's management and
are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements. Factors that could cause
SunTrust's and NCF's results to differ materially from those described in the
forward-looking statements can be found in the 2003 Annual Reports on Form 10-K
of SunTrust and NCF, and in the Quarterly Reports on Form 10-Q of SunTrust and
NCF filed with the Securities and Exchange Commission and available at the
Securities and Exchange Commission's internet site (http://www.sec.gov). The
forward-looking statements in this press release speak only as of the date of
the filing, and neither SunTrust nor NCF assumes any obligation to update the
forward-looking statements or to update the reasons why actual results could
differ from those contained in the forward-looking statements.