As filed with the Securities and Exchange Commission on
          April 22, 1998.
               
                        Registration Statement No. 333-________
               
               
               
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                  FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             SUNTRUST BANKS, INC.
              (Exact name of registrant as specified in its charter)
               
                     Georgia                           58-1575035
          (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)             Identification No.)
               
                             303 Peachtree Street, N.E.
                               Atlanta, Georgia  30308
                      (Address of Principal Executive Offices)
               
                         Equitable Securities Corporation
                            Employee Stock Bonus Plan
                             (Full Title of the Plan)
               
                               Raymond D. Fortin
                             Senior Vice President
                              SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                            Atlanta, Georgia  30308
                    (Name and address of Agent for Service)
               
               
                                  404-588-7165
           (Telephone number, including area code, of agent for service)
                                           
                            CALCULATION OF REGISTRATION FEE
               
                                                   Proposed        Proposed
                       Amount      Maximum         Maximum         Amount
Title of Securities     to be   Offering Price     Aggregate      Registration
 to be Registered    Registered   Per Share (1)   Offering Price (1)   Fee
     
Common Stock, $1.00
par value per share... 92,769     $79.5000       $7,375,135.50       $2,175.67
     
       (1)  Determined pursuant to Rule 457(c) and (h)(l) based on the average 
     of the high and low prices of the registrant's common stock on April 16, 
     1998, as reported on the New York Stock Exchange.
                                            PART II
             
                         INFORMATION REQUIRED IN THE 
                            REGISTRATION STATEMENT
              
          Item 3.  Incorporation of Documents by Reference.
          
               The following documents filed by SunTrust Banks, Inc.
          (the "Company") with the Securities and Exchange
          Commission (the "Commission") are incorporated herein by
          reference:
               
               (a)  The Company's Annual Report on Form 10-K for the
          year ended December 31, 1997, filed on March 10, 1998
          pursuant to Section 13 of the Securities Exchange Act of 1934
          (the "Exchange Act").
               
               (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal year
          referred to in (a) above.
               
               (c)  The description of the Company's Common Stock, par
          value $1.00 per share, contained on pages 2 to 9 in
          Amendment No. 1, dated August 4, 1987, to its Registration of
          Common Stock on Form 8-B, dated June 10, 1985, filed under
          Section 12(b) of the Exchange Act, including any amendments
          or reports filed for the purpose of updating such description.
               
               All documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective amendment
          which indicates that all securities offered hereby have been
          sold or which deregisters all securities remaining unsold, shall
          be deemed to be incorporated by reference herein and to be a
          part hereof from the date of the filing of such documents.
               
          Item 4.  Description of Securities.
               
               Not applicable.
               
          Item 5.  Interests of Named Experts and Counsel.
               
               The legality of the securities offered hereby has been
          passed upon by Raymond D. Fortin, Esq., Senior Vice
          President of SunTrust, who owns 3,800 shares of Common
          Stock directly, and approximately 20,400 shares of Common
          Stock under various Company plans.
          
          Item 6.  Indemnification of Officers and Directors.
                   
               Part 5 of Article 8 of the Georgia Business Corporation
          Code states:
               
          14-2-850.  Part Definitions.
               
               As used in this part, the term:
          
               (1) "Corporation" includes any domestic or foreign
          predecessor entity of a corporation in a merger or other
          transaction in which the predecessor's existence ceased upon
          consummation of the transaction.
               
               (2) "Director" or "officer" means an individual who is or
          was a director or officer, respectively, of a corporation or who,
          while a director or officer of the corporation, is or was serving
          at the corporation's request as a director, officer, partner,
          trustee, employee, or agent of another domestic or foreign
          corporation, partnership, joint venture, trust, employee benefit
          plan, or other entity.  A director or officer is considered to be
          serving an employee benefit plan at the corporation's request if
          his or her duties to the corporation also impose duties on, or
          otherwise involve services by, the director or officer to the
          plan or to participants in or beneficiaries of the plan.  Director
          or officer includes, unless the context requires otherwise, the
          estate or personal representative of a director or officer.
          
               (3) "Disinterested director" means a director who at the
          time of a vote referred to in subsection (c) of Code Section
          14-2-853 or a vote or selection referred to in subsection (b) or
          (c) of Code Section 14-2-855 or subsection (a) of Code
          Section 14-2-856 is not:
          
                    (A)  A party to the proceeding; or
               
                    (B)  An individual who is a party to a proceeding having
          a familial, financial, professional, or employment relationship
          with the director whose indemnification or advance for
          expenses is the subject of the decision being made with respect
          to the proceeding, which relationship would, in the
          circumstances, reasonably be expected to exert an influence on
          the director's judgment when voting on the decision being
          made.
          
               (4) "Expenses" include counsel fees.
               
               (5) "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses
          incurred with respect to a proceeding.
               
               (6)   "Official capacity" means:
               
                    (A)   When used with respect to a director, the office of
          director in a corporation; and
               
                    (B)   When used with respect to an officer, as
          contemplated in Code Section 14-2-857, the office in a
          corporation held by the officer.
               
               Official capacity does not include service for any other
          domestic or foreign corporation or any partnership, joint
          venture, trust, employee benefit plan, or other entity.
               
               (7) "Party" means an individual who was, is, or is
          threatened to be made a named defendant or respondent in a
          proceeding.
          
               (8)  "Proceeding" means any threatened, pending, or
          completed action, suit, or proceeding, whether civil, criminal,
          administrative, arbitrative, or investigative and whether formal
          or informal.
          
          14-2-851.  Authority to indemnify.
               
               (a)   Except as otherwise provided in this Code section, a
          corporation may indemnify an  individual who is a party to a
          proceeding because he or she is or was a director against
          liability incurred in the proceeding if:
          
                    (1)    Such individual conducted himself or herself in
          good faith; and
          
                    (2)    Such individual reasonably believed:
               
                         (A)   In the case of conduct in his or her official
          capacity that such conduct was in the best interests of the
          corporation;
               
                         (B)   In all other cases, that such conduct was at 
          least not opposed to the best interests of the corporation; and
                         
                         (C)   In the case of any criminal proceeding, that the
          individual had no reasonable cause to believe such conduct
          was unlawful.
               
               (b)   A director's conduct with respect to an employee
          benefit plan for a purpose he or she believed in good faith to
          be in the interests of the participants in and beneficiaries of the
          plan is conduct that satisfies the requirement of subparagraph
          (a)(2)(B) of this Code section.
          
               (c)   The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or
          its equivalent is not, of itself, determinative that the director
          did not meet the standard of conduct set forth in this Code
          section.
               
               (d)   A corporation may not indemnify a director under this
          Code section:
               
                         (1)   In connection with a proceeding by or in the
          right of the corporation, except for reasonable expenses
          incurred in connection with the proceeding if it is determined
          that the director has met the relevant standard of conduct
          under this Code section; or
               
                         (2)   In connection with any proceeding with respect
          to conduct for which he or she was adjudged liable on the
          basis that personal benefit was improperly received by him
          or her, whether or not involving action in his or her official
          capacity.
               
          14-2-852.  Mandatory indemnification.
               
               A corporation shall indemnify a director who was wholly
          successful, on the merits or otherwise, in the defense of any
          proceeding to which he or she was a party because he or she
          was a director of the corporation against reasonable expenses
          incurred by the director in connection with the proceeding.
          
          14-2-853.  Advance for expenses.
               
               (a)   A corporation may, before final disposition of a
          proceeding, advance funds to pay for or reimburse the
          reasonable expenses incurred by a director who is a party to a
          proceeding because he or she is a director if he or she delivers
          to the corporation:
          
                    (1)  A written affirmation of his or her good faith belief
          that he or she has met the relevant standard of conduct
          described in Code Section 14-2-851 or that the proceeding
          involves conduct for which liability has been eliminated under
          a provision of the articles of incorporation as authorized by
          paragraph (4) of subsection (b) of Code Section 14-2-202; and
          
                    (2)  His or her written undertaking to repay any funds
          advanced if it is ultimately determined that the director is not
          entitled to indemnification under this part.
               
               (b)   The undertaking required by paragraph (2) of
          subsection (a) of this Code section must be an unlimited
          general obligation of the director but need not be secured and
          may be accepted without reference to the financial ability of
          the director to make repayment.
               
               (c)   Authorizations under this Code section shall be made:
               
                    (1)  By the board of directors:
               
                         (A)   When there are two or more disinterested
          directors, by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum)
          or by a majority of the members of a committee of two or
          more disinterested directors appointed by such a vote; or
          
                         (B)   When there are fewer than two disinterested
          directors, by the vote necessary for action by the board in
          accordance with subsection (c) of Code Section 14-2-824, in
          which authorization directors who do not qualify as 
          disinterested directors may participate; or 
          
                    (2)   By the shareholders, but shares owned or voted
          under the control of a director who at the time does not qualify
          as a disinterested director with respect to the proceeding may
          not be voted on the authorization.
          
          14-2-854.  Court-ordered indemnification and advances for
          expenses.
          
               (a)   A director who is a party to a proceeding because he or
          she is a director may apply for indemnification or advance for
          expenses to the court conducting the proceeding or to another
          court of competent jurisdiction.  After receipt of an application
          and after giving any notice it considers necessary, the court
          shall:
          
                    (1)   Order indemnification or advance for expenses if it
          determines that the director is entitled to indemnification
          under this part; or
          
                    (2)   Order indemnification or advance for expenses if it
          determines, in view of all the relevant circumstances, that it is
          fair and reasonable to indemnify the director or to advance
          expenses to the director, even if the director has not met the
          relevant standard of conduct set forth in subsections (a) and
          (b) of Code Section 14-2-851, failed to comply with Code
          Section 14-2-853, or was adjudged liable in a proceeding
          referred to in paragraph (1) or (2) of subsection (d) of Code
          Section 14-2-851, but if the director was adjudged so liable,
          the indemnification shall be limited to reasonable expenses
          incurred in connection with the proceeding.
          
               (b)   If the court determines that the director is entitled to
          indemnification or advance for expenses under this part, it
          may also order the corporation to pay the director's reasonable
          expenses to obtain court-ordered indemnification or advance
          for expenses.
          
          14-2-855.  Determination and authorization of
          indemnification.
               
               (a)   A corporation may not indemnify a director under
          Code Section 14-2-851 unless authorized thereunder and a
          determination has been made for a specific proceeding that
          indemnification of the director is permissible in the
          circumstances because he or she has met the relevant standard
          of conduct set forth in Code Section 14-2-851.
          
               (b)   The determination shall be made:
               
                    (1)   If there are two or more disinterested directors, by
          the board of directors by a majority vote of all the
          disinterested directors (a majority of whom shall
          for such purpose constitute a quorum) or by a majority of the
          members of a committee of two or more disinterested directors
          appointed by such a vote;
               
                    (2)    By special legal counsel:
               
                         (A)  Selected in the manner prescribed in paragraph
          (1) of this subsection; or 
          
                         (B)  If there are fewer than two disinterested 
          directors, selected by the board of directors (in which selection 
          directors who do not qualify as disinterested directors may 
          participate) or
               
                    (3)    By the shareholders, but shares owned by or voted
          under the control of a director who at the time does not qualify
          as a disinterested director may not be voted on the
          determination.
               
               (c)   Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses
          shall be made in the same manner as the determination that
          indemnification is permissible, except that if there are fewer
          than two disinterested directors or if the determination is made
          by special legal counsel, authorization of indemnification and
          evaluation as to reasonableness of expenses shall be made by
          those entitled under subparagraph (b)(2)(B) of this Code
          section to select special legal counsel.
               
          14-2-856.  Shareholder approved indemnification.
               
               (a)   If authorized by the articles of incorporation or a
          bylaw, contract, or resolution approved or ratified by the
          shareholders by a majority of the votes entitled to be cast, a
          corporation may indemnify or obligate itself to indemnify a
          director made a party to a proceeding including a proceeding
          brought by or in the right of the corporation, without regard to
          the limitations in other Code sections of this part, but shares
          owned or voted under the control of a director who at the time
          does not qualify as a disinterested director with respect to any
          existing or threatened proceeding that would be covered by the
          authorization may not be voted on the authorization.
          
               (b)   The corporation shall not indemnify a director under
          this Code section for any liability incurred in a proceeding in
          which the director is adjudged liable to the corporation or is
          subjected to injunctive relief in favor of the corporation:
               
                    (1)   For any appropriation, in violation of the director's
          duties, of any business opportunity of the corporation;
               
                    (2)   For acts or omissions which involve intentional
          misconduct or a knowing violation of law;
               
                    (3)   For the types of liability set forth in Code Section
          14-2-832; or
               
                    (4)   For any transaction from which he or she received
          an improper personal benefit.
               
               (c)   Where approved or authorized in the manner described
          in subsection (a) of this Code section, a corporation may
          advance or reimburse expenses incurred in advance of final
          disposition of the proceeding only if:
               
                    (1)   The director furnishes the corporation a written
          affirmation of his or her good faith belief that his or her
          conduct does not constitute behavior of the kind described in
          subsection (b) of this Code section; and
          
                    (2)   The director furnishes the corporation a written
          undertaking, executed personally or on his or her behalf, to
          repay any advances if it is ultimately determined that the
          director is not entitled to indemnification under this Code
          section.
               
          14-2-857.  Indemnification of officers, employees, and agents.
               
               (a)   A corporation may indemnify and advance expenses
          under this part to an officer of the corporation who is a party to
          a proceeding because he or she is an officer of the corporation:
               
                    (1)   To the same extent as a director; and
               
                    (2)    If he or she is not a director, to such further 
          extent as may be provided by the articles of incorporation, the
          bylaws, a resolution of the board of directors, or contract
          except for liability arising out of conduct that constitutes:
               
                         (A)   Appropriation, in violation of his or her duties,
          of any business opportunity of the corporation;
               
                         (B)    Acts or omissions which involve intentional
          misconduct or a knowing violation of law;
               
                         (C)   The types of liability set forth in Code Section
          14-2-832; or 
          
                         (D)   Receipt of an improper personal benefit.
               
               (b)   The provisions of paragraph (2) of subsection (a) of
          this Code section shall apply to an officer who is also a
          director if the sole basis on which he or she is made a party to
          the proceeding is an act or omission solely as an officer.
               
               (c)   An officer of a corporation who is not a director is
          entitled to mandatory indemnification under Code Section
          14-2-852, and may apply to a court under Code Section
          14-2-854 for indemnification or advances for expenses, in
          each case to the same extent to which a director may be
          entitled to indemnification or advances for expenses under
          those provisions.
               
               (d)   A corporation may also indemnify and advance
          expenses to an employee or agent who is not a director to the
          extent, consistent with public policy, that may be provided by
          its articles of incorporation, bylaws, general or specific action
          of its board of directors, or contract.
          
          14-2-858.  Insurance.
               
               A corporation may purchase and maintain insurance on
          behalf of an individual who is a director, officer, employee, or
          agent of the corporation or who, while a director, officer,
          employee, or agent of the corporation, serves at the
          corporation's request as a director, officer, partner, trustee,
          employee, or agent of another domestic or foreign corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity against liability asserted against or incurred by
          him or her in that capacity or arising from his or her status as a
          director, officer, employee, or agent, whether or not the
          corporation would have power to indemnify or advance
          expenses to him or her against the same liability under this
          part.
          
          14-2-859.  Application of part.
               
               (a)   A corporation may, by a provision in its articles of
          incorporation or bylaws or in a resolution adopted or a
          contract approved by its board of directors or shareholders,
          obligate itself in advance of the act or omission giving rise to a
          proceeding to provide indemnification or advance funds to pay
          for or reimburse expenses consistent with this part.  Any such
          obligatory provision shall be deemed to satisfy the
          requirements for authorization referred to in subsection (c) of
          Code Section 14-2-853 or subsection (c) of Code Section
          14-2-855.  Any such provision that obligates the corporation to
          provide indemnification to the fullest extent permitted by law
          shall be deemed to obligate the corporation to advance funds
          to pay for or reimburse expenses in accordance with Code
          Section 14-2-853 to the fullest extent permitted by law, unless
          the provision specifically provides otherwise.
          
               (b)   Any provision pursuant to subsection (a) of this Code
          section shall not obligate the corporation to indemnify or
          advance expenses to a director of a predecessor of the
          corporation, pertaining to conduct with respect to the
          predecessor, unless otherwise specifically provided.  Any
          provision for indemnification or advance for expenses in the
          articles of incorporation, bylaws, or a resolution of the board
          of directors or shareholders, partners, or, in the case of limited
          liability companies, members or managers of a predecessor of
          the corporation or other entity in a merger or in a contract to
          which the predecessor is a party, existing at the time the
          merger takes effect, shall be governed by paragraph (3) of
          subsection (a) of Code Section 14-2-1106.
               
               (c)   A corporation may, by a provision in its articles of
          incorporation, limit any of the rights of indemnification or
          advance for expenses created by or pursuant to this part.
          
               (d)   This part does not limit a corporation's power to pay or
          reimburse expenses incurred by a director or an officer in
          connection with his or her appearance as a witness in a
          proceeding at a time when he or she is not a party.
          
               (e)   Except as expressly provided in Code Section
          14-2-857, this part does not limit a corporation's power to
          indemnify, advance expenses to, or provide or maintain
          insurance on behalf of an employee or agent.
          
          Articles of Incorporation Authority
          
               Article 14 of SunTrust's Articles of Incorporation provides:
          
               In addition to any powers provided by law, in the Bylaws,
          or otherwise, the Corporation shall have the power to
          indemnify any person who becomes a party or who is
          threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (including any action by or in
          the right of the Corporation), by reason of the fact that he is or
          was a director, officer, employee or agent of the Corporation,
          or is or was serving at the request of the Corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise.
               
          Bylaw Authority
               
               Article VII of SunTrust's Bylaws provides:
               
               SECTION 1.    Definitions.   As used in this Article, the
          term:
          
               (A)   "Corporation" includes any domestic or foreign
          predecessor entity of this Corporation in a merger or other
          transaction in which the predecessor's existence ceased upon
          consummation of the transaction.
               
               (B)   "Director" means an individual who is or was a
          director of the Corporation or an individual who, while a
          director of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity.  A "director" is considered to be serving an
          employee benefit plan at the Corporation's request if his duties
          to the Corporation also impose duties on, or otherwise involve
          services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Director" includes, unless the
          context requires otherwise, the estate or personal
          representative of a director.
          <PAGE>
               (C)   "Disinterested director" means a director who at the
          time of a vote referred to in Section 3(C) or a vote or selection
          referred to in Section 4(B), 4(C) or 7(A) is not: (i) a party to
          the proceeding; or (ii) an individual who is a party to a
          proceeding having a familial, financial, professional, or
          employment relationship with the director whose
          indemnification or advance for expenses is the subject of the
          decision being made with respect to the proceeding, which
          relationship would, in the circumstances, reasonably be
          expected to exert an influence on the director's judgment when
          voting on the decision being made.
          
               (D)   "Employee" means an individual who is or was an
          employee of the Corporation or an individual who, while an
          employee of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other enterprise.  An "Employee" is considered to be serving
          an employee benefit plan at the Corporation's request if his
          duties to the Corporation also impose duties on, or otherwise
          involve services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Employee" includes, unless the
          context requires otherwise, the estate or personal
          representative of an employee.
          
               (E)   "Expenses" includes counsel fees.
               
               (F)   "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses
          incurred with respect to a proceeding.
          
                (G)   "Officer" means an individual who is or was an
          officer of the Corporation which for purposes of this Article
          VII shall include an assistant officer, or an individual who,
          while an Officer of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity.  An "Officer" is considered to be serving an
          employee benefit plan at the Corporation's request if his duties
          to the Corporation also impose duties on, or otherwise involve
          services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Officer" includes, unless the
          context requires otherwise, the estate or personal
          representative of an Officer.
          
               (H)   "Official capacity" means: (i) when used with respect
          to a director, the office of a director in a corporation; and (ii)
          when used with respect to an Officer, the office in a
          corporation held by the Officer.  Official capacity does not
          include service for any other domestic or foreign corporation
          or any partnership, joint venture, trust, employee benefit plan,
          or other entity.
          
               (I)   "Party" means an individual who was, is, or is
          threatened to be made a named defendant or respondent in a
          proceeding.
          
               (J)   "Proceeding" means any threatened, pending or
          completed action, suit, or proceeding, whether civil, criminal,
          administrative, arbitrative or investigative and whether formal
          or informal.
          
               SECTION 2.  Basic Indemnification Arrangement.
               
               (A)   Except as provided in subsections 2(D) and 2(E)
          below and, if required by Section 4 below, upon a 
          determination pursuant to Section 4 in the specific case that
          such indemnification is permissible in the circumstances under
          this subsection because the individual has met the standard of
          conduct set forth in this subsection (A), the Corporation shall
          indemnify an individual who is made a party to a proceeding
          because he is or was a director or Officer against liability
          incurred by him in the proceeding if he conducted himself in
          good faith and, in the case of conduct in his official capacity,
          he reasonably believed such conduct was in the best interest of
          the Corporation, or in all other cases, he reasonably believed
          such conduct was at least not opposed to the best interests of
          the Corporation and, in the case of any criminal proceeding, he
          had no reasonable cause to believe his conduct was unlawful.
          
               (B)   A person's conduct with respect to an employee
          benefit plan for a purpose he believes in good faith to be in the
          interests of the participants in and beneficiaries of the plan is
          conduct that satisfies the requirement of subsection 2(A)
          above. 
          
               (C)   The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or
          its equivalent is not, of itself, determinative that the proposed
          indemnitee did not meet the standard of conduct set forth in
          subsection 2(A) above.
          
               (D)   The Corporation shall not indemnify a person under
          this Article in connection with (i) a proceeding by or in the
          right of the Corporation, except for reasonable expenses
          incurred in connection with the proceeding if it is determined
          that such person has met the relevant standard of conduct
          under this section, or (ii) with respect to conduct for which
          such person was adjudged liable on the basis that personal
          benefit was improperly received by him, whether or not
          involving action in his official capacity.
          
               SECTION 3.  Advances for Expenses.
               
               (A)   The Corporation may advance funds to pay for or
          reimburse the reasonable expenses incurred by a director or
          Officer who is a party to a proceeding because he is a director
          or Officer in advance of final disposition of the proceeding if:
          (i) such person furnishes the Corporation a written affirmation
          of his good faith belief that he has met the relevant standard of
          conduct set forth in subsection 2(A) above or that the
          proceeding involves conduct for which liability has been
          eliminated under the Corporation's Articles of Incorporation;
          and (ii) such person furnishes the Corporation a written
          undertaking meeting the qualifications set forth below in
          subsection 3(B), executed personally or on his behalf, to repay
          any funds advanced if it is ultimately determined that he is not
          entitled to any indemnification under this Article or otherwise.
          
               (B)    The undertaking required by subsection 3(A)(ii)
          above must be an unlimited general obligation of the director
          or Officer but need not be secured and shall be accepted
          without reference to financial ability to make repayment.
               
               (C)   Authorizations under this Section shall be made: (i)
          By the Board of Directors: (a) when there are two or more
          disinterested directors, by a majority vote of all disinterested
          directors (a majority of whom shall for such purpose constitute
          a quorum) or by a majority of the members of a committee of
          two or more disinterested directors appointed by such a vote;
          or (b) when there are fewer than two disinterested directors, by
          a majority of the directors present, in which authorization
          directors who do not qualify as disinterested directors may
          participate; or (ii) by the shareholders, but shares owned or
          voted under the control of a director who at the time does not
          qualify as a disinterested director with respect to the
          proceeding may not be voted on the authorization.
          
               SECTION 4.  Authorization of and Determination of
          Entitlement to Indemnification.
               
               (A)   The Corporation shall not indemnify a director or
          Officer under Section 2 above unless authorized thereunder
          and a determination has been made for a specific proceeding
          that indemnification of such person is permissible in the
          circumstances because he has met the relevant standard of
          conduct set forth in subsection 2(A) above; provided,
          however, that regardless of the result or absence of any such 
          determination, to the extent that a director or Officer has been
          wholly successful, on the merits or otherwise, in the defense of
          any proceeding to which he was a party because he is or was a
          director or Officer, the Corporation shall indemnify such 
          person against reasonable expenses incurred by him in 
          connection therewith.
          
               (B)   The determination referred to in subsection 4(A)
          above shall be made:
          
                    (i)   If there are two or more disinterested directors, by
          the board of directors by a majority vote of all the
          disinterested directors (a majority of whom shall for such
          purpose constitute a quorum) or by a majority of the members
          of a committee of two or more disinterested directors
          appointed by such a vote; 
          
                    (ii)  by special legal counsel:
               
                         (1)   selected by the Board of Directors or its
          committee in the manner prescribed in subdivision (i); or
               
                         (2)   If there are fewer than two disinterested
          directors, selected by the Board of Directors (in which
          selection directors who do not qualify as disinterested 
          directors may participate); or
          
                     (iii) by the shareholders; but shares owned by or voted
          under the control of a director who at the time does not qualify
          as a disinterested director may not be voted on the 
          determination.
               
               (C)   Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses of
          a director or Officer in the specific case shall be made in the
          same manner as the determination that indemnification is
          permissible, as described in subsection 4(B) above, except 
          that if there are fewer than two disinterested directors or if the
          determination is made by special legal counsel, authorization
          of indemnification and evaluation as to reasonableness of
          expenses shall be made by those entitled under subsection
          4(B)(ii)(2) above to select counsel.
          
               (D)   The Board of Directors, a committee thereof, or
          special legal counsel acting pursuant to subsection (B) above
          or Section 5 below, shall act expeditiously upon an application
          for indemnification or advances, and cooperate in the
          procedural steps required to obtain a judicial determination
          under Section 5 below.
               
               (E)   The Corporation may, by a provision in its Articles of
          Incorporation or Bylaws or in a resolution adopted or a
          contract approved by its Board of Directors or shareholders,
          obligate itself in advance of the act or omission giving rise to a
          proceeding to provide indemnification or advance funds to pay
          for or reimburse expenses consistent with this part.  Any such
          obligatory provision shall be deemed to satisfy the
          requirements for authorization referred to in Section 3(C) or
          Section 4(C).
          
               SECTION 5.  Court-Ordered Indemnification and
          Advances for Expenses.   A director or Officer who is a party
          to a proceeding because he is a director or Officer may apply
          for indemnification or advances for expenses to the court
          conducting the proceeding or to another court of competent
          jurisdiction.  After receipt of an application and after giving
          any notice it considers necessary, the court shall order
          indemnification or advances for expenses if it determines that:
               
                   (i)   The director is entitled to indemnification under this
                             part; or
          
                   (ii)  In view of all the relevant circumstances, it is fair
          and reasonable to indemnify the director or Officer or to
          advance expenses to the director or Officer, even if the
          director or Officer has not met the relevant standard of
          conduct set forth in subsection 2(A) above, failed to comply
          with Section 3, or was adjudged liable in a proceeding referred
          to in subsections (i) or (ii) of Section 2(D), but if the director
          or Officer was adjudged so liable, the indemnification shall be
          limited to reasonable expenses incurred in connection with the
          proceeding, unless the Articles of Incorporation of the
          Corporation or a Bylaw, contract or resolution approved or
          ratified by shareholders pursuant to Section 7 below provides
          otherwise.
          
               If the court determines that the director or Officer is
          entitled to indemnification or advance for expenses, it may
          also order the Corporation to pay the director's or Officer's
          reasonable expenses to obtain court-ordered indemnification
          or advance for expenses.
          
               SECTION 6.  Indemnification of Officers and Employees.   
               
               (A)   Unless the Corporation's Articles of Incorporation
          provide otherwise, the Corporation shall indemnify and 
          advance expenses under this Article to an employee of the
          Corporation who is not a director or Officer to the same
          extent, consistent with public policy, as to a director or
          Officer.
          
               (B)   The Corporation may indemnify and advance
          expenses under this Article to an Officer of the Corporation
          who is a party to a proceeding because he is an Officer of the
          Corporation: (i) to the same extent as a director; and (ii) if he
          is not a director, to such further extent as may be provided by
          the Articles of Incorporation, the Bylaws, a resolution of the
          Board of Directors, or contract except for liability arising out
          of conduct that is enumerated in subsections (A)(i) through
          (A)(iv) of Section 7.
          
               The provisions of this Section shall also apply to an Officer
          who is also a director if the sole basis on which he is made a
          party to the proceeding is an act or omission solely as an
          Officer.
          
               SECTION 7.  Shareholder Approved Indemnification.
               
               (A)   If authorized by the Articles of Incorporation or a
          Bylaw, contract or resolution approved or ratified by
          shareholders of the Corporation by a majority of the votes
          entitled to be cast, the Corporation may indemnify or obligate
          itself to indemnify a person made a party to a proceeding,
          including a proceeding brought by or in the right of the
          Corporation, without regard to the limitations in other sections
          of this Article, but shares owned or voted under the control of
          a director who at the time does not qualify as a disinterested
          director with respect to any existing or threatened proceeding
          that would be covered by the authorization may not be voted
          on the authorization.  The Corporation shall not indemnify a
          person under this Section 7 for any liability incurred in a
          proceeding in which the person is adjudged liable to the
          Corporation or is subjected to injunctive relief in favor of the
          Corporation:
               
                    (i)   for any appropriation, in violation of his duties, of
          any business opportunity of the Corporation; 
          
                    (ii)  for acts or omissions which involve intentional
          misconduct or a knowing violation of law; 
          
                    (iii) for the types of liability set forth in Section
          14-2-832 of the Georgia Business Corporation Code; or 
          
                    (iv)  for any transaction from which he received an
          improper personal benefit.
          
               (B)   Where approved or authorized in the manner
          described in subsection 7(A) above, the Corporation may
          advance or reimburse expenses incurred in advance of final
          disposition of the proceeding only if:
               
                    (i)   the proposed indemnitee furnishes the Corporation a
          written affirmation of his good faith belief that his conduct 
          does not constitute behavior of the kind described in 
          subsection 7(A)(i)-(iv) above; and 
          
                    (ii)  the proposed indemnitee furnishes the Corporation a
          written undertaking, executed personally, or on his behalf, to
          repay any advances if it is ultimately determined that he is not
          entitled to indemnification.
          
               SECTION 8.  Liability Insurance.   The Corporation may
          purchase and maintain insurance on behalf of an individual
          who is a director, officer, employee, or agent of the
          Corporation or who, while a director, officer, employee, or
          agent of the Corporation, is or was serving at the request of the
          Corporation as a director, officer, partner, trustee, employee,
          or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity against liability asserted against or incurred by
          him in that capacity or arising from his status as a director,
          officer, employee, or agent, whether or not the Corporation
          would have power to indemnify him against the same liability
          under Section 2 or Section 3 above.
          
               SECTION 9.  Witness Fees.   Nothing in this Article shall
          limit the Corporation's power to pay or reimburse expenses 
          incurred by a person in connection with his appearance as a
          witness in a proceeding at a time when he is not a party.
          
               SECTION 10. Report to Shareholders.   If the Corporation
          indemnifies or advances expenses to a director in connection
          with a proceeding by or in the right of the Corporation, the
          Corporation shall report the indemnification or advance, in
          writing, to shareholders with or before the notice of the next
          shareholders' meeting.
          
               SECTION 11. Severability.   In the event that any of the
          provisions of this Article (including any provision within a
          single section, subsection, division or sentence) is held by a
          court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, the remaining provisions of this Article shall
          remain enforceable to the fullest extent permitted by law.
          
               SECTION 12. Indemnification Not Exclusive.   The rights
          of indemnification provided in this Article VII shall be in
          addition to any rights which any such director, Officer,
          employee or other person may otherwise be entitled by
          contract or as a matter of law.
          
          Item 7.  Exemption from Registration Claimed.
               
               Not applicable.
               
          Item 8.  Exhibits.
               
               See Exhibit Index attached hereto.
          
          Item 9.  Undertakings.
               
               (a)   The undersigned registrant hereby undertakes:
               
                    (1)   To file, during any period in which offers or sales
          are being made, a post-effective amendment to this registration
          statement:
          
                         (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;
          
                         (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or
          the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental
          change in the information set forth in the registration
          statement.  Nothwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which is
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to
          Rule 424(b) if, in the aggregate, the changes in volume and
          price represent no more than 20 percent change in the
          maximum aggregate offering price set forth in the "Calculation
          of Registration Fee" table in the effective registration
          statement.
          
                         (iii)  To include any material information with
          respect to the plan of distribution not previously disclosed in
          the registration statement or any material change to such
          information in the registration statement; 
          
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the registration statement is on Form S-3, Form
          S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the registrant pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934 that are incorporated
          by reference in the registration statement.
          
                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.
               
                    (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of the
          offering.
          
               (b)  The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act
          of 1933, each filing of the Registrant's annual report pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 
          1934 (and, where applicable, each filing of an employee 
          benefit plan's annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by 
          reference in the registration statement shall be deemed to be a
          new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
          
               (c)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant to
          the foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred
          or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such 
          issue.
                    
                                     SIGNATURES
          
               The Registrant.  Pursuant to the requirements of the
          Securities Act of 1933, SunTrust Banks, Inc. certifies that it
          has reasonable grounds to believe that it meets all of the 
          requirements for filing on Form S-8 and has duly caused this 
          registration statement to be signed on its behalf by the 
          undersigned, thereunto duly authorized, in the City of Atlanta, 
          State of Georgia, on the 21st day of April, 1998.
          
                                         SUNTRUST BANKS, INC.
               
               
                                         By:  /s/ L. Phillip Humann
                                                  
                                          L. Phillip Humann
                                          Chairman of the Board, President
                                          and Chief Executive Officer
          
               KNOW ALL MEN BY THESE PRESENTS, that each
          person whose signature appears below, constitutes and
          appoints John W. Spiegel and Raymond D. Fortin, and each of
          them, his true and lawful attorneys-in-fact and agents, with 
          full power of substitution and resubstitution, to do any and all
          acts and things and execute, in the name of the undersigned, 
          any and all instruments which said attorneys-in-fact and agents 
          may deem necessary or advisable in order to enable SunTrust
          Banks, Inc. to comply with the Securities Act of 1933 and any 
          requirements of the Securities and Exchange Commission in
          respect thereof, in connection with the filing with the
          Securities and Exchange Commission of the registration 
          statement on Form S-8 under the Securities Act of 1933, 
          including specifically but without limitation, power and 
          authority to sign the name of the undersigned to such
          registration statement, and to file the same with all exhibits 
          thereto and other documents in connection therewith, with the 
          Securities and Exchange Commission, granting unto said 
          attorneys-in-fact and agents, and each of them, full power and 
          authority to do and to perform each and every act and thing 
          requisite or necessary to be done in and about the premises, as 
          fully and to all intents and purposes as the undersigned might 
          or could do in person, hereby ratifying and confirming all that 
          said attorneys-in-fact and agents, and any of them, or their 
          substitutes, may lawfully do or cause to be done by virtue
          hereof.
          
                Pursuant to the requirements of the Securities Act of 1933, 
          this Registration Statement has been signed by the following 
          persons in the capacities indicated as of the 21st day of April, 
          1998.
               
               
          Signature                         Title
               
               
          /s/ L. Phillip Humann      Chairman of the Board, President,
          L. Phillip Humann          Chief Executive Officer and Director
          
          
          /s/ John W. Spiegel        Executive Vice President
          John W. Spiegel            and Chief Financial Officer
          
          
          /s/ William P. O'Halloran  Senior Vice President
          William P. O'Halloran      and Chief Accounting Officer
          
          
          /s/ J. Hyatt Brown         Director
          J. Hyatt Brown
          
          
          /s/ Alston D. Correll      Director
          Alston D. Correll
          
          
          /s/ A. W. Dahlberg         Director
          A. W. Dahlberg
          
          
          /s/ David H. Hughes        Director
          David H. Hughes
          
          
          /s/ M. Douglas Ivester     Director
          M. Douglas Ivester
          
          
          /s/ Summerfield K. Johnston, Jr. Director
          Summerfield K. Johnston, Jr.
               
               
          s/ Joseph L. Lanier, Jr.   Director
          Joseph L. Lanier, Jr.
               
               
          /s/ Larry L. Prince        Director
          Larry L. Prince
          
          
          /s/ Scott L. Probasco, Jr. Director
          Scott L. Probasco, Jr.
          
          
          /s/ R. Randall Rollins     Director
          R. Randall Rollins
          
          
          /s/ James B. Williams      Director
          James B. Williams
          

                                    INDEX TO EXHIBITS
          
          Exhibit Number            Description                   
               
          4.1         Equitable Securities Corporation Stock Bonus Plan
                      and Equitable Securities Corporation Employee Stock 
                      Bonus Agreement.*
          
          4.2         Articles 5, 6, 7, 8, 11 and 13 of the Amended and
                      Restated Articles of Incorporation of the Company,
                      effective as of November 14, 1989, incorporated by
                      reference to Exhibit 3.1 to the Company's Annual 
                      Report on Form 10-K for the year ended December 31,
                      1989.
          
          4.3         Articles  I, IV, VII, VIII, X and XI of the Amended
                      and Restated Bylaws of the Company, effective as of
                      February 10, 1998, incorporated by reference to 
                      Exhibit 3 to Registration Statement No. 333-46093.
          
          5.1         Opinion of Raymond D. Fortin, Esq., as to the
                      legality of the Common Stock being registered.*
          
          23.1        Consent of Raymond D. Fortin, Esq., which is
                      contained in his opinion filed as Exhibit 5.1.*
          
          23.2        Consent of Arthur Andersen LLP.*
          
                              
                                    *Filed on EDGAR.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 61490}]
{"company-data": {"conformed-name": "SUNTRUST BANKS INC", "cik": "0000750556", "assigned-sic": "6021", "irs-number": "581575035", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50719", "film-number": "98598841"}, "business-address": {"street1": "25 PARK PLACE N E", "city": "ATLANTA", "state": "GA", "zip": "30313", "phone": "4045887711"}, "mail-address": {"street1": "25 PARK PLACE N E", "city": "ATLANTA", "state": "GA", "zip": "30313"}}
As filed with the Securities and Exchange Commission on
          April 22, 1998.
               
                        Registration Statement No. 333-________
               
               
               
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                  FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             SUNTRUST BANKS, INC.
              (Exact name of registrant as specified in its charter)
               
                     Georgia                           58-1575035
          (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)             Identification No.)
               
                             303 Peachtree Street, N.E.
                               Atlanta, Georgia  30308
                      (Address of Principal Executive Offices)
               
                         Equitable Securities Corporation
                            Employee Stock Bonus Plan
                             (Full Title of the Plan)
               
                               Raymond D. Fortin
                             Senior Vice President
                              SunTrust Banks, Inc.
                           303 Peachtree Street, N.E.
                            Atlanta, Georgia  30308
                    (Name and address of Agent for Service)
               
               
                                  404-588-7165
           (Telephone number, including area code, of agent for service)
                                           
                            CALCULATION OF REGISTRATION FEE
               
                                                   Proposed        Proposed
                       Amount      Maximum         Maximum         Amount
Title of Securities     to be   Offering Price     Aggregate      Registration
 to be Registered    Registered   Per Share (1)   Offering Price (1)   Fee
     
Common Stock, $1.00
par value per share... 92,769     $79.5000       $7,375,135.50       $2,175.67
     
       (1)  Determined pursuant to Rule 457(c) and (h)(l) based on the average 
     of the high and low prices of the registrant's common stock on April 16, 
     1998, as reported on the New York Stock Exchange.
                                            PART II
             
                         INFORMATION REQUIRED IN THE 
                            REGISTRATION STATEMENT
              
          Item 3.  Incorporation of Documents by Reference.
          
               The following documents filed by SunTrust Banks, Inc.
          (the "Company") with the Securities and Exchange
          Commission (the "Commission") are incorporated herein by
          reference:
               
               (a)  The Company's Annual Report on Form 10-K for the
          year ended December 31, 1997, filed on March 10, 1998
          pursuant to Section 13 of the Securities Exchange Act of 1934
          (the "Exchange Act").
               
               (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal year
          referred to in (a) above.
               
               (c)  The description of the Company's Common Stock, par
          value $1.00 per share, contained on pages 2 to 9 in
          Amendment No. 1, dated August 4, 1987, to its Registration of
          Common Stock on Form 8-B, dated June 10, 1985, filed under
          Section 12(b) of the Exchange Act, including any amendments
          or reports filed for the purpose of updating such description.
               
               All documents subsequently filed by the Company
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Exchange Act prior to the filing of a post-effective amendment
          which indicates that all securities offered hereby have been
          sold or which deregisters all securities remaining unsold, shall
          be deemed to be incorporated by reference herein and to be a
          part hereof from the date of the filing of such documents.
               
          Item 4.  Description of Securities.
               
               Not applicable.
               
          Item 5.  Interests of Named Experts and Counsel.
               
               The legality of the securities offered hereby has been
          passed upon by Raymond D. Fortin, Esq., Senior Vice
          President of SunTrust, who owns 3,800 shares of Common
          Stock directly, and approximately 20,400 shares of Common
          Stock under various Company plans.
          
          Item 6.  Indemnification of Officers and Directors.
                   
               Part 5 of Article 8 of the Georgia Business Corporation
          Code states:
               
          14-2-850.  Part Definitions.
               
               As used in this part, the term:
          
               (1) "Corporation" includes any domestic or foreign
          predecessor entity of a corporation in a merger or other
          transaction in which the predecessor's existence ceased upon
          consummation of the transaction.
               
               (2) "Director" or "officer" means an individual who is or
          was a director or officer, respectively, of a corporation or who,
          while a director or officer of the corporation, is or was serving
          at the corporation's request as a director, officer, partner,
          trustee, employee, or agent of another domestic or foreign
          corporation, partnership, joint venture, trust, employee benefit
          plan, or other entity.  A director or officer is considered to be
          serving an employee benefit plan at the corporation's request if
          his or her duties to the corporation also impose duties on, or
          otherwise involve services by, the director or officer to the
          plan or to participants in or beneficiaries of the plan.  Director
          or officer includes, unless the context requires otherwise, the
          estate or personal representative of a director or officer.
          
               (3) "Disinterested director" means a director who at the
          time of a vote referred to in subsection (c) of Code Section
          14-2-853 or a vote or selection referred to in subsection (b) or
          (c) of Code Section 14-2-855 or subsection (a) of Code
          Section 14-2-856 is not:
          
                    (A)  A party to the proceeding; or
               
                    (B)  An individual who is a party to a proceeding having
          a familial, financial, professional, or employment relationship
          with the director whose indemnification or advance for
          expenses is the subject of the decision being made with respect
          to the proceeding, which relationship would, in the
          circumstances, reasonably be expected to exert an influence on
          the director's judgment when voting on the decision being
          made.
          
               (4) "Expenses" include counsel fees.
               
               (5) "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses
          incurred with respect to a proceeding.
               
               (6)   "Official capacity" means:
               
                    (A)   When used with respect to a director, the office of
          director in a corporation; and
               
                    (B)   When used with respect to an officer, as
          contemplated in Code Section 14-2-857, the office in a
          corporation held by the officer.
               
               Official capacity does not include service for any other
          domestic or foreign corporation or any partnership, joint
          venture, trust, employee benefit plan, or other entity.
               
               (7) "Party" means an individual who was, is, or is
          threatened to be made a named defendant or respondent in a
          proceeding.
          
               (8)  "Proceeding" means any threatened, pending, or
          completed action, suit, or proceeding, whether civil, criminal,
          administrative, arbitrative, or investigative and whether formal
          or informal.
          
          14-2-851.  Authority to indemnify.
               
               (a)   Except as otherwise provided in this Code section, a
          corporation may indemnify an  individual who is a party to a
          proceeding because he or she is or was a director against
          liability incurred in the proceeding if:
          
                    (1)    Such individual conducted himself or herself in
          good faith; and
          
                    (2)    Such individual reasonably believed:
               
                         (A)   In the case of conduct in his or her official
          capacity that such conduct was in the best interests of the
          corporation;
               
                         (B)   In all other cases, that such conduct was at 
          least not opposed to the best interests of the corporation; and
                         
                         (C)   In the case of any criminal proceeding, that the
          individual had no reasonable cause to believe such conduct
          was unlawful.
               
               (b)   A director's conduct with respect to an employee
          benefit plan for a purpose he or she believed in good faith to
          be in the interests of the participants in and beneficiaries of the
          plan is conduct that satisfies the requirement of subparagraph
          (a)(2)(B) of this Code section.
          
               (c)   The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or
          its equivalent is not, of itself, determinative that the director
          did not meet the standard of conduct set forth in this Code
          section.
               
               (d)   A corporation may not indemnify a director under this
          Code section:
               
                         (1)   In connection with a proceeding by or in the
          right of the corporation, except for reasonable expenses
          incurred in connection with the proceeding if it is determined
          that the director has met the relevant standard of conduct
          under this Code section; or
               
                         (2)   In connection with any proceeding with respect
          to conduct for which he or she was adjudged liable on the
          basis that personal benefit was improperly received by him
          or her, whether or not involving action in his or her official
          capacity.
               
          14-2-852.  Mandatory indemnification.
               
               A corporation shall indemnify a director who was wholly
          successful, on the merits or otherwise, in the defense of any
          proceeding to which he or she was a party because he or she
          was a director of the corporation against reasonable expenses
          incurred by the director in connection with the proceeding.
          
          14-2-853.  Advance for expenses.
               
               (a)   A corporation may, before final disposition of a
          proceeding, advance funds to pay for or reimburse the
          reasonable expenses incurred by a director who is a party to a
          proceeding because he or she is a director if he or she delivers
          to the corporation:
          
                    (1)  A written affirmation of his or her good faith belief
          that he or she has met the relevant standard of conduct
          described in Code Section 14-2-851 or that the proceeding
          involves conduct for which liability has been eliminated under
          a provision of the articles of incorporation as authorized by
          paragraph (4) of subsection (b) of Code Section 14-2-202; and
          
                    (2)  His or her written undertaking to repay any funds
          advanced if it is ultimately determined that the director is not
          entitled to indemnification under this part.
               
               (b)   The undertaking required by paragraph (2) of
          subsection (a) of this Code section must be an unlimited
          general obligation of the director but need not be secured and
          may be accepted without reference to the financial ability of
          the director to make repayment.
               
               (c)   Authorizations under this Code section shall be made:
               
                    (1)  By the board of directors:
               
                         (A)   When there are two or more disinterested
          directors, by a majority vote of all the disinterested directors (a
          majority of whom shall for such purpose constitute a quorum)
          or by a majority of the members of a committee of two or
          more disinterested directors appointed by such a vote; or
          
                         (B)   When there are fewer than two disinterested
          directors, by the vote necessary for action by the board in
          accordance with subsection (c) of Code Section 14-2-824, in
          which authorization directors who do not qualify as 
          disinterested directors may participate; or 
          
                    (2)   By the shareholders, but shares owned or voted
          under the control of a director who at the time does not qualify
          as a disinterested director with respect to the proceeding may
          not be voted on the authorization.
          
          14-2-854.  Court-ordered indemnification and advances for
          expenses.
          
               (a)   A director who is a party to a proceeding because he or
          she is a director may apply for indemnification or advance for
          expenses to the court conducting the proceeding or to another
          court of competent jurisdiction.  After receipt of an application
          and after giving any notice it considers necessary, the court
          shall:
          
                    (1)   Order indemnification or advance for expenses if it
          determines that the director is entitled to indemnification
          under this part; or
          
                    (2)   Order indemnification or advance for expenses if it
          determines, in view of all the relevant circumstances, that it is
          fair and reasonable to indemnify the director or to advance
          expenses to the director, even if the director has not met the
          relevant standard of conduct set forth in subsections (a) and
          (b) of Code Section 14-2-851, failed to comply with Code
          Section 14-2-853, or was adjudged liable in a proceeding
          referred to in paragraph (1) or (2) of subsection (d) of Code
          Section 14-2-851, but if the director was adjudged so liable,
          the indemnification shall be limited to reasonable expenses
          incurred in connection with the proceeding.
          
               (b)   If the court determines that the director is entitled to
          indemnification or advance for expenses under this part, it
          may also order the corporation to pay the director's reasonable
          expenses to obtain court-ordered indemnification or advance
          for expenses.
          
          14-2-855.  Determination and authorization of
          indemnification.
               
               (a)   A corporation may not indemnify a director under
          Code Section 14-2-851 unless authorized thereunder and a
          determination has been made for a specific proceeding that
          indemnification of the director is permissible in the
          circumstances because he or she has met the relevant standard
          of conduct set forth in Code Section 14-2-851.
          
               (b)   The determination shall be made:
               
                    (1)   If there are two or more disinterested directors, by
          the board of directors by a majority vote of all the
          disinterested directors (a majority of whom shall
          for such purpose constitute a quorum) or by a majority of the
          members of a committee of two or more disinterested directors
          appointed by such a vote;
               
                    (2)    By special legal counsel:
               
                         (A)  Selected in the manner prescribed in paragraph
          (1) of this subsection; or 
          
                         (B)  If there are fewer than two disinterested 
          directors, selected by the board of directors (in which selection 
          directors who do not qualify as disinterested directors may 
          participate) or
               
                    (3)    By the shareholders, but shares owned by or voted
          under the control of a director who at the time does not qualify
          as a disinterested director may not be voted on the
          determination.
               
               (c)   Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses
          shall be made in the same manner as the determination that
          indemnification is permissible, except that if there are fewer
          than two disinterested directors or if the determination is made
          by special legal counsel, authorization of indemnification and
          evaluation as to reasonableness of expenses shall be made by
          those entitled under subparagraph (b)(2)(B) of this Code
          section to select special legal counsel.
               
          14-2-856.  Shareholder approved indemnification.
               
               (a)   If authorized by the articles of incorporation or a
          bylaw, contract, or resolution approved or ratified by the
          shareholders by a majority of the votes entitled to be cast, a
          corporation may indemnify or obligate itself to indemnify a
          director made a party to a proceeding including a proceeding
          brought by or in the right of the corporation, without regard to
          the limitations in other Code sections of this part, but shares
          owned or voted under the control of a director who at the time
          does not qualify as a disinterested director with respect to any
          existing or threatened proceeding that would be covered by the
          authorization may not be voted on the authorization.
          
               (b)   The corporation shall not indemnify a director under
          this Code section for any liability incurred in a proceeding in
          which the director is adjudged liable to the corporation or is
          subjected to injunctive relief in favor of the corporation:
               
                    (1)   For any appropriation, in violation of the director's
          duties, of any business opportunity of the corporation;
               
                    (2)   For acts or omissions which involve intentional
          misconduct or a knowing violation of law;
               
                    (3)   For the types of liability set forth in Code Section
          14-2-832; or
               
                    (4)   For any transaction from which he or she received
          an improper personal benefit.
               
               (c)   Where approved or authorized in the manner described
          in subsection (a) of this Code section, a corporation may
          advance or reimburse expenses incurred in advance of final
          disposition of the proceeding only if:
               
                    (1)   The director furnishes the corporation a written
          affirmation of his or her good faith belief that his or her
          conduct does not constitute behavior of the kind described in
          subsection (b) of this Code section; and
          
                    (2)   The director furnishes the corporation a written
          undertaking, executed personally or on his or her behalf, to
          repay any advances if it is ultimately determined that the
          director is not entitled to indemnification under this Code
          section.
               
          14-2-857.  Indemnification of officers, employees, and agents.
               
               (a)   A corporation may indemnify and advance expenses
          under this part to an officer of the corporation who is a party to
          a proceeding because he or she is an officer of the corporation:
               
                    (1)   To the same extent as a director; and
               
                    (2)    If he or she is not a director, to such further 
          extent as may be provided by the articles of incorporation, the
          bylaws, a resolution of the board of directors, or contract
          except for liability arising out of conduct that constitutes:
               
                         (A)   Appropriation, in violation of his or her duties,
          of any business opportunity of the corporation;
               
                         (B)    Acts or omissions which involve intentional
          misconduct or a knowing violation of law;
               
                         (C)   The types of liability set forth in Code Section
          14-2-832; or 
          
                         (D)   Receipt of an improper personal benefit.
               
               (b)   The provisions of paragraph (2) of subsection (a) of
          this Code section shall apply to an officer who is also a
          director if the sole basis on which he or she is made a party to
          the proceeding is an act or omission solely as an officer.
               
               (c)   An officer of a corporation who is not a director is
          entitled to mandatory indemnification under Code Section
          14-2-852, and may apply to a court under Code Section
          14-2-854 for indemnification or advances for expenses, in
          each case to the same extent to which a director may be
          entitled to indemnification or advances for expenses under
          those provisions.
               
               (d)   A corporation may also indemnify and advance
          expenses to an employee or agent who is not a director to the
          extent, consistent with public policy, that may be provided by
          its articles of incorporation, bylaws, general or specific action
          of its board of directors, or contract.
          
          14-2-858.  Insurance.
               
               A corporation may purchase and maintain insurance on
          behalf of an individual who is a director, officer, employee, or
          agent of the corporation or who, while a director, officer,
          employee, or agent of the corporation, serves at the
          corporation's request as a director, officer, partner, trustee,
          employee, or agent of another domestic or foreign corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity against liability asserted against or incurred by
          him or her in that capacity or arising from his or her status as a
          director, officer, employee, or agent, whether or not the
          corporation would have power to indemnify or advance
          expenses to him or her against the same liability under this
          part.
          
          14-2-859.  Application of part.
               
               (a)   A corporation may, by a provision in its articles of
          incorporation or bylaws or in a resolution adopted or a
          contract approved by its board of directors or shareholders,
          obligate itself in advance of the act or omission giving rise to a
          proceeding to provide indemnification or advance funds to pay
          for or reimburse expenses consistent with this part.  Any such
          obligatory provision shall be deemed to satisfy the
          requirements for authorization referred to in subsection (c) of
          Code Section 14-2-853 or subsection (c) of Code Section
          14-2-855.  Any such provision that obligates the corporation to
          provide indemnification to the fullest extent permitted by law
          shall be deemed to obligate the corporation to advance funds
          to pay for or reimburse expenses in accordance with Code
          Section 14-2-853 to the fullest extent permitted by law, unless
          the provision specifically provides otherwise.
          
               (b)   Any provision pursuant to subsection (a) of this Code
          section shall not obligate the corporation to indemnify or
          advance expenses to a director of a predecessor of the
          corporation, pertaining to conduct with respect to the
          predecessor, unless otherwise specifically provided.  Any
          provision for indemnification or advance for expenses in the
          articles of incorporation, bylaws, or a resolution of the board
          of directors or shareholders, partners, or, in the case of limited
          liability companies, members or managers of a predecessor of
          the corporation or other entity in a merger or in a contract to
          which the predecessor is a party, existing at the time the
          merger takes effect, shall be governed by paragraph (3) of
          subsection (a) of Code Section 14-2-1106.
               
               (c)   A corporation may, by a provision in its articles of
          incorporation, limit any of the rights of indemnification or
          advance for expenses created by or pursuant to this part.
          
               (d)   This part does not limit a corporation's power to pay or
          reimburse expenses incurred by a director or an officer in
          connection with his or her appearance as a witness in a
          proceeding at a time when he or she is not a party.
          
               (e)   Except as expressly provided in Code Section
          14-2-857, this part does not limit a corporation's power to
          indemnify, advance expenses to, or provide or maintain
          insurance on behalf of an employee or agent.
          
          Articles of Incorporation Authority
          
               Article 14 of SunTrust's Articles of Incorporation provides:
          
               In addition to any powers provided by law, in the Bylaws,
          or otherwise, the Corporation shall have the power to
          indemnify any person who becomes a party or who is
          threatened to be made a party to any threatened, pending or
          completed action, suit or proceeding, whether civil, criminal,
          administrative or investigative (including any action by or in
          the right of the Corporation), by reason of the fact that he is or
          was a director, officer, employee or agent of the Corporation,
          or is or was serving at the request of the Corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise.
               
          Bylaw Authority
               
               Article VII of SunTrust's Bylaws provides:
               
               SECTION 1.    Definitions.   As used in this Article, the
          term:
          
               (A)   "Corporation" includes any domestic or foreign
          predecessor entity of this Corporation in a merger or other
          transaction in which the predecessor's existence ceased upon
          consummation of the transaction.
               
               (B)   "Director" means an individual who is or was a
          director of the Corporation or an individual who, while a
          director of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity.  A "director" is considered to be serving an
          employee benefit plan at the Corporation's request if his duties
          to the Corporation also impose duties on, or otherwise involve
          services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Director" includes, unless the
          context requires otherwise, the estate or personal
          representative of a director.
(C)   "Disinterested director" means a director who at the
          time of a vote referred to in Section 3(C) or a vote or selection
          referred to in Section 4(B), 4(C) or 7(A) is not: (i) a party to
          the proceeding; or (ii) an individual who is a party to a
          proceeding having a familial, financial, professional, or
          employment relationship with the director whose
          indemnification or advance for expenses is the subject of the
          decision being made with respect to the proceeding, which
          relationship would, in the circumstances, reasonably be
          expected to exert an influence on the director's judgment when
          voting on the decision being made.
          
               (D)   "Employee" means an individual who is or was an
          employee of the Corporation or an individual who, while an
          employee of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other enterprise.  An "Employee" is considered to be serving
          an employee benefit plan at the Corporation's request if his
          duties to the Corporation also impose duties on, or otherwise
          involve services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Employee" includes, unless the
          context requires otherwise, the estate or personal
          representative of an employee.
          
               (E)   "Expenses" includes counsel fees.
               
               (F)   "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses
          incurred with respect to a proceeding.
          
                (G)   "Officer" means an individual who is or was an
          officer of the Corporation which for purposes of this Article
          VII shall include an assistant officer, or an individual who,
          while an Officer of the Corporation, is or was serving at the
          Corporation's request as a director, officer, partner, trustee,
          employee, or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity.  An "Officer" is considered to be serving an
          employee benefit plan at the Corporation's request if his duties
          to the Corporation also impose duties on, or otherwise involve
          services by, him to the plan or to participants in or
          beneficiaries of the plan.  "Officer" includes, unless the
          context requires otherwise, the estate or personal
          representative of an Officer.
          
               (H)   "Official capacity" means: (i) when used with respect
          to a director, the office of a director in a corporation; and (ii)
          when used with respect to an Officer, the office in a
          corporation held by the Officer.  Official capacity does not
          include service for any other domestic or foreign corporation
          or any partnership, joint venture, trust, employee benefit plan,
          or other entity.
          
               (I)   "Party" means an individual who was, is, or is
          threatened to be made a named defendant or respondent in a
          proceeding.
          
               (J)   "Proceeding" means any threatened, pending or
          completed action, suit, or proceeding, whether civil, criminal,
          administrative, arbitrative or investigative and whether formal
          or informal.
          
               SECTION 2.  Basic Indemnification Arrangement.
               
               (A)   Except as provided in subsections 2(D) and 2(E)
          below and, if required by Section 4 below, upon a 
          determination pursuant to Section 4 in the specific case that
          such indemnification is permissible in the circumstances under
          this subsection because the individual has met the standard of
          conduct set forth in this subsection (A), the Corporation shall
          indemnify an individual who is made a party to a proceeding
          because he is or was a director or Officer against liability
          incurred by him in the proceeding if he conducted himself in
          good faith and, in the case of conduct in his official capacity,
          he reasonably believed such conduct was in the best interest of
          the Corporation, or in all other cases, he reasonably believed
          such conduct was at least not opposed to the best interests of
          the Corporation and, in the case of any criminal proceeding, he
          had no reasonable cause to believe his conduct was unlawful.
          
               (B)   A person's conduct with respect to an employee
          benefit plan for a purpose he believes in good faith to be in the
          interests of the participants in and beneficiaries of the plan is
          conduct that satisfies the requirement of subsection 2(A)
          above. 
          
               (C)   The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or
          its equivalent is not, of itself, determinative that the proposed
          indemnitee did not meet the standard of conduct set forth in
          subsection 2(A) above.
          
               (D)   The Corporation shall not indemnify a person under
          this Article in connection with (i) a proceeding by or in the
          right of the Corporation, except for reasonable expenses
          incurred in connection with the proceeding if it is determined
          that such person has met the relevant standard of conduct
          under this section, or (ii) with respect to conduct for which
          such person was adjudged liable on the basis that personal
          benefit was improperly received by him, whether or not
          involving action in his official capacity.
          
               SECTION 3.  Advances for Expenses.
               
               (A)   The Corporation may advance funds to pay for or
          reimburse the reasonable expenses incurred by a director or
          Officer who is a party to a proceeding because he is a director
          or Officer in advance of final disposition of the proceeding if:
          (i) such person furnishes the Corporation a written affirmation
          of his good faith belief that he has met the relevant standard of
          conduct set forth in subsection 2(A) above or that the
          proceeding involves conduct for which liability has been
          eliminated under the Corporation's Articles of Incorporation;
          and (ii) such person furnishes the Corporation a written
          undertaking meeting the qualifications set forth below in
          subsection 3(B), executed personally or on his behalf, to repay
          any funds advanced if it is ultimately determined that he is not
          entitled to any indemnification under this Article or otherwise.
          
               (B)    The undertaking required by subsection 3(A)(ii)
          above must be an unlimited general obligation of the director
          or Officer but need not be secured and shall be accepted
          without reference to financial ability to make repayment.
               
               (C)   Authorizations under this Section shall be made: (i)
          By the Board of Directors: (a) when there are two or more
          disinterested directors, by a majority vote of all disinterested
          directors (a majority of whom shall for such purpose constitute
          a quorum) or by a majority of the members of a committee of
          two or more disinterested directors appointed by such a vote;
          or (b) when there are fewer than two disinterested directors, by
          a majority of the directors present, in which authorization
          directors who do not qualify as disinterested directors may
          participate; or (ii) by the shareholders, but shares owned or
          voted under the control of a director who at the time does not
          qualify as a disinterested director with respect to the
          proceeding may not be voted on the authorization.
          
               SECTION 4.  Authorization of and Determination of
          Entitlement to Indemnification.
               
               (A)   The Corporation shall not indemnify a director or
          Officer under Section 2 above unless authorized thereunder
          and a determination has been made for a specific proceeding
          that indemnification of such person is permissible in the
          circumstances because he has met the relevant standard of
          conduct set forth in subsection 2(A) above; provided,
          however, that regardless of the result or absence of any such 
          determination, to the extent that a director or Officer has been
          wholly successful, on the merits or otherwise, in the defense of
          any proceeding to which he was a party because he is or was a
          director or Officer, the Corporation shall indemnify such 
          person against reasonable expenses incurred by him in 
          connection therewith.
          
               (B)   The determination referred to in subsection 4(A)
          above shall be made:
          
                    (i)   If there are two or more disinterested directors, by
          the board of directors by a majority vote of all the
          disinterested directors (a majority of whom shall for such
          purpose constitute a quorum) or by a majority of the members
          of a committee of two or more disinterested directors
          appointed by such a vote; 
          
                    (ii)  by special legal counsel:
               
                         (1)   selected by the Board of Directors or its
          committee in the manner prescribed in subdivision (i); or
               
                         (2)   If there are fewer than two disinterested
          directors, selected by the Board of Directors (in which
          selection directors who do not qualify as disinterested 
          directors may participate); or
          
                     (iii) by the shareholders; but shares owned by or voted
          under the control of a director who at the time does not qualify
          as a disinterested director may not be voted on the 
          determination.
               
               (C)   Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses of
          a director or Officer in the specific case shall be made in the
          same manner as the determination that indemnification is
          permissible, as described in subsection 4(B) above, except 
          that if there are fewer than two disinterested directors or if the
          determination is made by special legal counsel, authorization
          of indemnification and evaluation as to reasonableness of
          expenses shall be made by those entitled under subsection
          4(B)(ii)(2) above to select counsel.
          
               (D)   The Board of Directors, a committee thereof, or
          special legal counsel acting pursuant to subsection (B) above
          or Section 5 below, shall act expeditiously upon an application
          for indemnification or advances, and cooperate in the
          procedural steps required to obtain a judicial determination
          under Section 5 below.
               
               (E)   The Corporation may, by a provision in its Articles of
          Incorporation or Bylaws or in a resolution adopted or a
          contract approved by its Board of Directors or shareholders,
          obligate itself in advance of the act or omission giving rise to a
          proceeding to provide indemnification or advance funds to pay
          for or reimburse expenses consistent with this part.  Any such
          obligatory provision shall be deemed to satisfy the
          requirements for authorization referred to in Section 3(C) or
          Section 4(C).
          
               SECTION 5.  Court-Ordered Indemnification and
          Advances for Expenses.   A director or Officer who is a party
          to a proceeding because he is a director or Officer may apply
          for indemnification or advances for expenses to the court
          conducting the proceeding or to another court of competent
          jurisdiction.  After receipt of an application and after giving
          any notice it considers necessary, the court shall order
          indemnification or advances for expenses if it determines that:
               
                   (i)   The director is entitled to indemnification under this
                             part; or
          
                   (ii)  In view of all the relevant circumstances, it is fair
          and reasonable to indemnify the director or Officer or to
          advance expenses to the director or Officer, even if the
          director or Officer has not met the relevant standard of
          conduct set forth in subsection 2(A) above, failed to comply
          with Section 3, or was adjudged liable in a proceeding referred
          to in subsections (i) or (ii) of Section 2(D), but if the director
          or Officer was adjudged so liable, the indemnification shall be
          limited to reasonable expenses incurred in connection with the
          proceeding, unless the Articles of Incorporation of the
          Corporation or a Bylaw, contract or resolution approved or
          ratified by shareholders pursuant to Section 7 below provides
          otherwise.
          
               If the court determines that the director or Officer is
          entitled to indemnification or advance for expenses, it may
          also order the Corporation to pay the director's or Officer's
          reasonable expenses to obtain court-ordered indemnification
          or advance for expenses.
          
               SECTION 6.  Indemnification of Officers and Employees.   
               
               (A)   Unless the Corporation's Articles of Incorporation
          provide otherwise, the Corporation shall indemnify and 
          advance expenses under this Article to an employee of the
          Corporation who is not a director or Officer to the same
          extent, consistent with public policy, as to a director or
          Officer.
          
               (B)   The Corporation may indemnify and advance
          expenses under this Article to an Officer of the Corporation
          who is a party to a proceeding because he is an Officer of the
          Corporation: (i) to the same extent as a director; and (ii) if he
          is not a director, to such further extent as may be provided by
          the Articles of Incorporation, the Bylaws, a resolution of the
          Board of Directors, or contract except for liability arising out
          of conduct that is enumerated in subsections (A)(i) through
          (A)(iv) of Section 7.
          
               The provisions of this Section shall also apply to an Officer
          who is also a director if the sole basis on which he is made a
          party to the proceeding is an act or omission solely as an
          Officer.
          
               SECTION 7.  Shareholder Approved Indemnification.
               
               (A)   If authorized by the Articles of Incorporation or a
          Bylaw, contract or resolution approved or ratified by
          shareholders of the Corporation by a majority of the votes
          entitled to be cast, the Corporation may indemnify or obligate
          itself to indemnify a person made a party to a proceeding,
          including a proceeding brought by or in the right of the
          Corporation, without regard to the limitations in other sections
          of this Article, but shares owned or voted under the control of
          a director who at the time does not qualify as a disinterested
          director with respect to any existing or threatened proceeding
          that would be covered by the authorization may not be voted
          on the authorization.  The Corporation shall not indemnify a
          person under this Section 7 for any liability incurred in a
          proceeding in which the person is adjudged liable to the
          Corporation or is subjected to injunctive relief in favor of the
          Corporation:
               
                    (i)   for any appropriation, in violation of his duties, of
          any business opportunity of the Corporation; 
          
                    (ii)  for acts or omissions which involve intentional
          misconduct or a knowing violation of law; 
          
                    (iii) for the types of liability set forth in Section
          14-2-832 of the Georgia Business Corporation Code; or 
          
                    (iv)  for any transaction from which he received an
          improper personal benefit.
          
               (B)   Where approved or authorized in the manner
          described in subsection 7(A) above, the Corporation may
          advance or reimburse expenses incurred in advance of final
          disposition of the proceeding only if:
               
                    (i)   the proposed indemnitee furnishes the Corporation a
          written affirmation of his good faith belief that his conduct 
          does not constitute behavior of the kind described in 
          subsection 7(A)(i)-(iv) above; and 
          
                    (ii)  the proposed indemnitee furnishes the Corporation a
          written undertaking, executed personally, or on his behalf, to
          repay any advances if it is ultimately determined that he is not
          entitled to indemnification.
          
               SECTION 8.  Liability Insurance.   The Corporation may
          purchase and maintain insurance on behalf of an individual
          who is a director, officer, employee, or agent of the
          Corporation or who, while a director, officer, employee, or
          agent of the Corporation, is or was serving at the request of the
          Corporation as a director, officer, partner, trustee, employee,
          or agent of another foreign or domestic corporation,
          partnership, joint venture, trust, employee benefit plan, or
          other entity against liability asserted against or incurred by
          him in that capacity or arising from his status as a director,
          officer, employee, or agent, whether or not the Corporation
          would have power to indemnify him against the same liability
          under Section 2 or Section 3 above.
          
               SECTION 9.  Witness Fees.   Nothing in this Article shall
          limit the Corporation's power to pay or reimburse expenses 
          incurred by a person in connection with his appearance as a
          witness in a proceeding at a time when he is not a party.
          
               SECTION 10. Report to Shareholders.   If the Corporation
          indemnifies or advances expenses to a director in connection
          with a proceeding by or in the right of the Corporation, the
          Corporation shall report the indemnification or advance, in
          writing, to shareholders with or before the notice of the next
          shareholders' meeting.
          
               SECTION 11. Severability.   In the event that any of the
          provisions of this Article (including any provision within a
          single section, subsection, division or sentence) is held by a
          court of competent jurisdiction to be invalid, void or otherwise
          unenforceable, the remaining provisions of this Article shall
          remain enforceable to the fullest extent permitted by law.
          
               SECTION 12. Indemnification Not Exclusive.   The rights
          of indemnification provided in this Article VII shall be in
          addition to any rights which any such director, Officer,
          employee or other person may otherwise be entitled by
          contract or as a matter of law.
          
          Item 7.  Exemption from Registration Claimed.
               
               Not applicable.
               
          Item 8.  Exhibits.
               
               See Exhibit Index attached hereto.
          
          Item 9.  Undertakings.
               
               (a)   The undersigned registrant hereby undertakes:
               
                    (1)   To file, during any period in which offers or sales
          are being made, a post-effective amendment to this registration
          statement:
          
                         (i)    To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;
          
                         (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or
          the most recent post-effective amendment thereof) which,
          individually or in the aggregate, represent a fundamental
          change in the information set forth in the registration
          statement.  Nothwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which is
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to
          Rule 424(b) if, in the aggregate, the changes in volume and
          price represent no more than 20 percent change in the
          maximum aggregate offering price set forth in the "Calculation
          of Registration Fee" table in the effective registration
          statement.
          
                         (iii)  To include any material information with
          respect to the plan of distribution not previously disclosed in
          the registration statement or any material change to such
          information in the registration statement; 
          
          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the registration statement is on Form S-3, Form
          S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the registrant pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934 that are incorporated
          by reference in the registration statement.
          
                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.
               
                    (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of the
          offering.
          
               (b)  The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act
          of 1933, each filing of the Registrant's annual report pursuant
          to Section 13(a) or 15(d) of the Securities Exchange Act of 
          1934 (and, where applicable, each filing of an employee 
          benefit plan's annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by 
          reference in the registration statement shall be deemed to be a
          new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.
          
               (c)  Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant to
          the foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred
          or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such 
          issue.
                    
                                     SIGNATURES
          
               The Registrant.  Pursuant to the requirements of the
          Securities Act of 1933, SunTrust Banks, Inc. certifies that it
          has reasonable grounds to believe that it meets all of the 
          requirements for filing on Form S-8 and has duly caused this 
          registration statement to be signed on its behalf by the 
          undersigned, thereunto duly authorized, in the City of Atlanta, 
          State of Georgia, on the 21st day of April, 1998.
          
                                         SUNTRUST BANKS, INC.
               
               
                                         By:  /s/ L. Phillip Humann
                                                  
                                          L. Phillip Humann
                                          Chairman of the Board, President
                                          and Chief Executive Officer
          
               KNOW ALL MEN BY THESE PRESENTS, that each
          person whose signature appears below, constitutes and
          appoints John W. Spiegel and Raymond D. Fortin, and each of
          them, his true and lawful attorneys-in-fact and agents, with 
          full power of substitution and resubstitution, to do any and all
          acts and things and execute, in the name of the undersigned, 
          any and all instruments which said attorneys-in-fact and agents 
          may deem necessary or advisable in order to enable SunTrust
          Banks, Inc. to comply with the Securities Act of 1933 and any 
          requirements of the Securities and Exchange Commission in
          respect thereof, in connection with the filing with the
          Securities and Exchange Commission of the registration 
          statement on Form S-8 under the Securities Act of 1933, 
          including specifically but without limitation, power and 
          authority to sign the name of the undersigned to such
          registration statement, and to file the same with all exhibits 
          thereto and other documents in connection therewith, with the 
          Securities and Exchange Commission, granting unto said 
          attorneys-in-fact and agents, and each of them, full power and 
          authority to do and to perform each and every act and thing 
          requisite or necessary to be done in and about the premises, as 
          fully and to all intents and purposes as the undersigned might 
          or could do in person, hereby ratifying and confirming all that 
          said attorneys-in-fact and agents, and any of them, or their 
          substitutes, may lawfully do or cause to be done by virtue
          hereof.
          
                Pursuant to the requirements of the Securities Act of 1933, 
          this Registration Statement has been signed by the following 
          persons in the capacities indicated as of the 21st day of April, 
          1998.
               
               
          Signature                         Title
               
               
          /s/ L. Phillip Humann      Chairman of the Board, President,
          L. Phillip Humann          Chief Executive Officer and Director
          
          
          /s/ John W. Spiegel        Executive Vice President
          John W. Spiegel            and Chief Financial Officer
          
          
          /s/ William P. O'Halloran  Senior Vice President
          William P. O'Halloran      and Chief Accounting Officer
          
          
          /s/ J. Hyatt Brown         Director
          J. Hyatt Brown
          
          
          /s/ Alston D. Correll      Director
          Alston D. Correll
          
          
          /s/ A. W. Dahlberg         Director
          A. W. Dahlberg
          
          
          /s/ David H. Hughes        Director
          David H. Hughes
          
          
          /s/ M. Douglas Ivester     Director
          M. Douglas Ivester
          
          
          /s/ Summerfield K. Johnston, Jr. Director
          Summerfield K. Johnston, Jr.
               
               
          s/ Joseph L. Lanier, Jr.   Director
          Joseph L. Lanier, Jr.
               
               
          /s/ Larry L. Prince        Director
          Larry L. Prince
          
          
          /s/ Scott L. Probasco, Jr. Director
          Scott L. Probasco, Jr.
          
          
          /s/ R. Randall Rollins     Director
          R. Randall Rollins
          
          
          /s/ James B. Williams      Director
          James B. Williams
          

                                    INDEX TO EXHIBITS
          
          Exhibit Number            Description                   
               
          4.1         Equitable Securities Corporation Stock Bonus Plan
                      and Equitable Securities Corporation Employee Stock 
                      Bonus Agreement.*
          
          4.2         Articles 5, 6, 7, 8, 11 and 13 of the Amended and
                      Restated Articles of Incorporation of the Company,
                      effective as of November 14, 1989, incorporated by
                      reference to Exhibit 3.1 to the Company's Annual 
                      Report on Form 10-K for the year ended December 31,
                      1989.
          
          4.3         Articles  I, IV, VII, VIII, X and XI of the Amended
                      and Restated Bylaws of the Company, effective as of
                      February 10, 1998, incorporated by reference to 
                      Exhibit 3 to Registration Statement No. 333-46093.
          
          5.1         Opinion of Raymond D. Fortin, Esq., as to the
                      legality of the Common Stock being registered.*
          
          23.1        Consent of Raymond D. Fortin, Esq., which is
                      contained in his opinion filed as Exhibit 5.1.*
          
          23.2        Consent of Arthur Andersen LLP.*
          
                              
                                    *Filed on EDGAR.