Sec Form 4 Filing - Stein Andrew W @ REGIONS FINANCIAL CORP - 2006-11-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stein Andrew W 2. Issuer Name and Ticker or Trading Symbol REGIONS FINANCIAL CORP [ RF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Regional CEO (Last) (First) (Middle) P.O. BOX 10247 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2006 (Street) BIRMINGHAM, AL352020247 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/04/2006 J( 1 ) 91.4 A 38,145.92 D Common Stock 742 ( 2 ) I By 401(k) Common Stock (phantom stock) 4,310 ( 2 ) I By 401(k) Supplemental Plan ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to buy) $ 25.02 01/22/2005 01/22/2012 Common Stock 3,086 3,086 D Stock Option (Right to buy) $ 34.66 ( 4 ) 12/20/2012 Common Stock 45,147 45,147 D Stock Option (Right to buy) $ 33.49 04/09/1999 04/09/2008 Common Stock 1,158 1,158 D Stock Option (Right to buy) $ 28.88 08/30/2000 08/30/2009 Common Stock 1,158 1,158 D Stock Option (Right to buy) $ 25.66 02/19/2004 02/19/2010 Common Stock 12,346 12,346 D Stock Option (Right to buy) $ 25.66 02/19/2005 02/19/2010 Common Stock 6,173 6,173 D Stock Option (Right to buy) $ 25.66 12/20/2005 02/19/2010 Common Stock 2,275 2,275 D Stock Option (Right to buy) $ 25.66 02/19/2006 02/19/2010 Common Stock 3,898 3,898 D Stock Option (Right to buy) $ 22.6 01/16/2002 01/16/2011 Common Stock 4,630 4,630 D Stock Option (Right to buy) $ 22.6 01/16/2003 01/16/2011 Common Stock 2,314 2,314 D Stock Option (Right to buy) $ 22.6 01/16/2004 01/16/2011 Common Stock 2,315 2,315 D Stock Option (Right to buy) $ 28.17 04/21/2005 04/21/2011 Common Stock 12,346 12,346 D Stock Option (Right to buy) $ 28.17 12/20/2005 04/21/2011 Common Stock 21,143 21,143 D Stock Option (Right to buy) $ 28.17 04/21/2007 04/21/2011 Common Stock 3,549 3,549 D Stock Option (Right to buy) $ 33.82 12/20/2005 10/15/2011 Common Stock 14,000 14,000 D Stock Option (Right to buy) $ 25.02 01/22/2003 01/22/2012 Common Stock 6,173 6,173 D Stock Option (Right to buy) $ 25.02 01/22/2004 01/22/2012 Common Stock 3,087 3,087 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stein Andrew W P.O. BOX 10247 BIRMINGHAM, AL352020247 Regional CEO Signatures By: D. Bryan Jordan 11/21/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired upon conversion of shares of AmSouth Bancorporation in the merger between AmSouth and Regions Financial Corporation, at the rate of 0.7974 of a share of Regions common stock for each share of AmSouth common stock. Market value of Regions common stock was $37.38 on the effective date of the merger. ( 2 )Previously reported in Table II as derivative phantom stock; interests under benefit plans recharacterized as non-derivative and reported on Table I for treatment consistent with other of the issuer's reporting persons. ( 3 )Represents share equivalent of phantom stock in supplemental 401(k) plan. ( 4 )The option becomes exercisable in three equal installments on December 20, 2006, 2007 and 2008.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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