Sec Form 4 Filing - SPIEGEL JOHN W @ SUNTRUST BANKS INC - 2004-02-10

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 SPIEGEL JOHN W 2. Issuer Name and Ticker or Trading Symbol SUNTRUST BANKS INC [ STI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman and CFO (Last) (First) (Middle) 303 PEACHTREE ST. 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2004 (Street) ATLANTA, GA30308 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 114,429 D Common Stock 192 I Spouse Common Stock 391.943 I 401(k) ( 1 ) Common Stock 114,420 I Restricted Stock ( 2 )

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 Phantom Stock Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 6,929.7389 6,929.7389 D Phantom Stock Units ( 4 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 84,000 84,000 D Option ( 5 ) $ 30.25 08/08/1995 08/07/2005 Common Stock 13,200 13,200 D Option ( 6 ) $ 73.0625 11/09/2002 11/09/2009 Common Stock 15,000 15,000 D Option ( 7 ) $ 51.125 11/14/2003 11/14/2010 Common Stock 50,000 50,000 D Option ( 7 ) $ 64.57 11/13/2004 11/13/2011 Common Stock 50,000 50,000 D Option ( 7 ) $ 54.28 02/11/2006 02/11/2013 Common Stock 100,000 100,000 D Option ( 7 ) $ 73.19 02/10/2004 A 75,000 02/10/2007 02/10/2014 Common Stock 75,000 $ 73.19 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPIEGEL JOHN W 303 PEACHTREE ST. ATLANTA, GA30308 Vice Chairman and CFO Signatures Margaret Hodgson, Attorney-in-Fact for John W. Spiegel 02/11/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date. ( 2 )Restricted stock held under 1986 SunTrust Executive Stock Plan, 1995 SunTrust Executive Stock Plan and SunTrust Banks, Inc. 2000 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. All plans are exempt under Rule 16(b)-3. ( 3 )The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These securities convert to common stock on a one-for-one basis. ( 4 )Granted in exchange for restricted stock. Will be paid out on various dates. These securities convert to common stock on a one-for-one basis. ( 5 )The option becomes exercisable in 10% increments over 10 years or in the event of death, disability or change in control. This option was granted pursuant to the 1995 SunTrust Executive Stock Plan. ( 6 )Granted pursuant to the 1995 SunTrust Executive Stock Plan. ( 7 )Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

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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