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) July 20, 1998           
    
  
  
                       CRESTAR FINANCIAL CORPORATION 
           (Exact name of registrant as specified in its charter) 
  
  
 Virginia                    1-7083                54-0722175  
 (State or other           (Commission           (IRS Employer 
 jurisdiction of           File Number)          Identification No.) 
 incorporation)                           
                                     
  
 919 East Main Street, Post Office Box 26665 
 Richmond, VA                                              23261-6665
  (Address of principal executive offices)                (Zip Code) 
  
  
                          (804) 782-5000 
           (Registrant's telephone number, including area code) 
  
  
                              Not Applicable   
     (Former name or former address, if changed since last report) 
                                           
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On July 20, 1998, Crestar Financial Corporation, a Virginia
 corporation ("Crestar"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement"), pursuant to which a wholly-owned subsidiary of
 SunTrust Banks, Inc., a Georgia corporation ("SunTrust"), will be merged
 with and into Crestar (the "Merger").  The Merger is intended to constitute
 a tax-free reorganization for federal income tax purposes and to be
 accounted for as a pooling-of-interests.  The Merger Agreement is filed
 herewith as Exhibit 2.1 and is incorporated by reference herein. 
  
           In accordance with the terms of the Merger Agreement, each share
 of Crestar common stock, par value $5.00 per share ("Crestar Common
 Stock"), outstanding immediately prior to the effective time of the Merger,
 together with the rights attached thereto (the "Rights") issued pursuant to
 the Rights Agreement, dated as of June 23, 1989 (the "Rights Agreement"),
 between Crestar and Mellon Bank, N.A., as rights agent, will be converted
 into the right to receive .96 shares (the "Exchange Ratio") of SunTrust
 common stock, par value $1.00 per share ("SunTrust Common Stock") (with
 cash being paid in lieu of fractional share interests).  
  
           Consummation of the Merger is subject to various conditions,
 including (i) the approval of the shareholders of Crestar and SunTrust,
 (ii) the approval of the appropriate state and federal bank regulators and
 other governmental agencies, (iii) the receipt by Crestar and SunTrust of
 letters from their independent auditors that the Merger will qualify for
 pooling-of-interests accounting treatment, (iv) the receipt by Crestar and
 SunTrust of an opinion of counsel that the Merger will be treated for
 federal tax purposes as a reorganization under Section 368 of the Internal
 Revenue Code of 1986, as amended, and (v) other customary conditions to
 closing. 
  
           In connection with the Merger Agreement, Crestar and SunTrust
 entered into option agreements (the "Stock Option Agreements"), each dated
 as of July 20, 1998.  The Stock Option Agreements provide (i) Crestar with
 the right to purchase a number of shares of SunTrust Common Stock equal to
 9.9% of SunTrust's Common Stock and (ii) SunTrust with the right to
 purchase a number of shares of Crestar Common Stock equal to 19.9% of
 Crestar's Common Stock.  The price per share of Crestar Common Stock
 payable upon exercise of the option is $62 7/8 and the price per share of
 the SunTrust Common Stock payable upon exercise of the option is $87.00. 
 The options granted under the Stock Option Agreements will become
 exercisable only upon the occurrence of certain events, none of which has
 occurred as of the date hereof.  The options were granted by each of
 Crestar and SunTrust as a condition to the other party's entering into the
 Merger Agreement.  The Stock Option Agreements are filed herewith as
 Exhibits 99.1 and 99.2 and are incorporated by reference herein. 
  
           The joint press release issued by Crestar and SunTrust with
 respect to the Merger is filed herewith as Exhibit 99.3.   
  
           In connection with the execution of the Merger Agreement and the
 Stock Option Agreements, Crestar amended its Rights Agreement to provide
 that the Rights will not become distributable or exercisable as a result of
 the execution of the Merger Agreement and the Stock Option Agreement
 pursuant to which Crestar has granted an option or the consummation of the
 transactions contemplated thereby. 
  
           Amendment No. 1 to the Rights Agreement is filed herewith as
 Exhibit 99.4 and is incorporated by reference herein. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 

  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and among Crestar
                     Financial Corporation, SunTrust Banks, Inc., and SMR
                     Corporation, dated as of July 20, 1998 
            
           99.1      Stock Option Agreement, dated July 20, 1998, between
                     Crestar Financial Corporation, as issuer, and SunTrust
                     Banks, Inc., as grantee   
            
           99.2      Stock Option Agreement, dated July 20, 1998, between
                     SunTrust Banks, Inc., as issuer, and Crestar Financial
                     Corporation, as grantee 
  
           99.3      Press Release issued by Crestar Financial Corporation
                     and SunTrust Banks, Inc. on July 20, 1998 
  
           99.4      Amendment No. 1, dated as of July 20, 1998, to the
                     Rights Agreement, dated as of June 23, 1989, between
                     Crestar Financial Corporation and Mellon Bank, N.A., as
                     rights agent 

  
  
                                 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 hereunder duly authorized. 
  
 Dated: July 22, 1998 
  
  
                          CRESTAR FINANCIAL CORPORATION 
  
                          By: /s/ James D. Barr 
                            _______________________________ 
                            Name:  James D. Barr 
                            Title: Group Executive Vice President, 
                                   Controller and Treasurer 
                                     
  
  
  
                               EXHIBIT INDEX 
  
           Exhibit 
           Number    Description 
  
           2.1       Agreement and Plan of Merger by and among Crestar
                     Financial Corporation, SunTrust Banks, Inc., and SMR
                     Corporation, dated as of July 20, 1998 
            
           99.1      Stock Option Agreement, dated July 20, 1998, between
                     Crestar Financial Corporation, as issuer, and SunTrust
                     Banks, Inc., as grantee   
            
           99.2      Stock Option Agreement, dated July 20, 1998, between
                     SunTrust Banks, Inc., as issuer, and Crestar Financial
                     Corporation, as grantee 
  
           99.3      Press Release issued by Crestar Financial Corporation
                     and SunTrust Banks, Inc. on July 20, 1998 
  
           99.4      Amendment No. 1, dated as of July 20, 1998, to the
                     Rights Agreement, dated as of June 23, 1989, between
                     Crestar Financial Corporation and Mellon Bank, N.A., as
                     rights agent
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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) July 20, 1998           
    
  
  
                       CRESTAR FINANCIAL CORPORATION 
           (Exact name of registrant as specified in its charter) 
  
  
 Virginia                    1-7083                54-0722175  
 (State or other           (Commission           (IRS Employer 
 jurisdiction of           File Number)          Identification No.) 
 incorporation)                           
                                     
  
 919 East Main Street, Post Office Box 26665 
 Richmond, VA                                              23261-6665
  (Address of principal executive offices)                (Zip Code) 
  
  
                          (804) 782-5000 
           (Registrant's telephone number, including area code) 
  
  
                              Not Applicable   
     (Former name or former address, if changed since last report) 
                                           
  

  
 ITEM 5.  OTHER EVENTS. 
  
           On July 20, 1998, Crestar Financial Corporation, a Virginia
 corporation ("Crestar"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement"), pursuant to which a wholly-owned subsidiary of
 SunTrust Banks, Inc., a Georgia corporation ("SunTrust"), will be merged
 with and into Crestar (the "Merger").  The Merger is intended to constitute
 a tax-free reorganization for federal income tax purposes and to be
 accounted for as a pooling-of-interests.  The Merger Agreement is filed
 herewith as Exhibit 2.1 and is incorporated by reference herein. 
  
           In accordance with the terms of the Merger Agreement, each share
 of Crestar common stock, par value $5.00 per share ("Crestar Common
 Stock"), outstanding immediately prior to the effective time of the Merger,
 together with the rights attached thereto (the "Rights") issued pursuant to
 the Rights Agreement, dated as of June 23, 1989 (the "Rights Agreement"),
 between Crestar and Mellon Bank, N.A., as rights agent, will be converted
 into the right to receive .96 shares (the "Exchange Ratio") of SunTrust
 common stock, par value $1.00 per share ("SunTrust Common Stock") (with
 cash being paid in lieu of fractional share interests).  
  
           Consummation of the Merger is subject to various conditions,
 including (i) the approval of the shareholders of Crestar and SunTrust,
 (ii) the approval of the appropriate state and federal bank regulators and
 other governmental agencies, (iii) the receipt by Crestar and SunTrust of
 letters from their independent auditors that the Merger will qualify for
 pooling-of-interests accounting treatment, (iv) the receipt by Crestar and
 SunTrust of an opinion of counsel that the Merger will be treated for
 federal tax purposes as a reorganization under Section 368 of the Internal
 Revenue Code of 1986, as amended, and (v) other customary conditions to
 closing. 
  
           In connection with the Merger Agreement, Crestar and SunTrust
 entered into option agreements (the "Stock Option Agreements"), each dated
 as of July 20, 1998.  The Stock Option Agreements provide (i) Crestar with
 the right to purchase a number of shares of SunTrust Common Stock equal to
 9.9% of SunTrust's Common Stock and (ii) SunTrust with the right to
 purchase a number of shares of Crestar Common Stock equal to 19.9% of
 Crestar's Common Stock.  The price per share of Crestar Common Stock
 payable upon exercise of the option is $62 7/8 and the price per share of
 the SunTrust Common Stock payable upon exercise of the option is $87.00. 
 The options granted under the Stock Option Agreements will become
 exercisable only upon the occurrence of certain events, none of which has
 occurred as of the date hereof.  The options were granted by each of
 Crestar and SunTrust as a condition to the other party's entering into the
 Merger Agreement.  The Stock Option Agreements are filed herewith as
 Exhibits 99.1 and 99.2 and are incorporated by reference herein. 
  
           The joint press release issued by Crestar and SunTrust with
 respect to the Merger is filed herewith as Exhibit 99.3.   
  
           In connection with the execution of the Merger Agreement and the
 Stock Option Agreements, Crestar amended its Rights Agreement to provide
 that the Rights will not become distributable or exercisable as a result of
 the execution of the Merger Agreement and the Stock Option Agreement
 pursuant to which Crestar has granted an option or the consummation of the
 transactions contemplated thereby. 
  
           Amendment No. 1 to the Rights Agreement is filed herewith as
 Exhibit 99.4 and is incorporated by reference herein. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 

  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and among Crestar
                     Financial Corporation, SunTrust Banks, Inc., and SMR
                     Corporation, dated as of July 20, 1998 
            
           99.1      Stock Option Agreement, dated July 20, 1998, between
                     Crestar Financial Corporation, as issuer, and SunTrust
                     Banks, Inc., as grantee   
            
           99.2      Stock Option Agreement, dated July 20, 1998, between
                     SunTrust Banks, Inc., as issuer, and Crestar Financial
                     Corporation, as grantee 
  
           99.3      Press Release issued by Crestar Financial Corporation
                     and SunTrust Banks, Inc. on July 20, 1998 
  
           99.4      Amendment No. 1, dated as of July 20, 1998, to the
                     Rights Agreement, dated as of June 23, 1989, between
                     Crestar Financial Corporation and Mellon Bank, N.A., as
                     rights agent 

  
  
                                 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 hereunder duly authorized. 
  
 Dated: July 22, 1998 
  
  
                          CRESTAR FINANCIAL CORPORATION 
  
                          By: /s/ James D. Barr 
                            _______________________________ 
                            Name:  James D. Barr 
                            Title: Group Executive Vice President, 
                                   Controller and Treasurer 
                                     
  
  
  
                               EXHIBIT INDEX 
  
           Exhibit 
           Number    Description 
  
           2.1       Agreement and Plan of Merger by and among Crestar
                     Financial Corporation, SunTrust Banks, Inc., and SMR
                     Corporation, dated as of July 20, 1998 
            
           99.1      Stock Option Agreement, dated July 20, 1998, between
                     Crestar Financial Corporation, as issuer, and SunTrust
                     Banks, Inc., as grantee   
            
           99.2      Stock Option Agreement, dated July 20, 1998, between
                     SunTrust Banks, Inc., as issuer, and Crestar Financial
                     Corporation, as grantee 
  
           99.3      Press Release issued by Crestar Financial Corporation
                     and SunTrust Banks, Inc. on July 20, 1998 
  
           99.4      Amendment No. 1, dated as of July 20, 1998, to the
                     Rights Agreement, dated as of June 23, 1989, between
                     Crestar Financial Corporation and Mellon Bank, N.A., as
                     rights agent