<PAGE>
As filed with the Securities and Exchange Commission on February 16, 1999
                                              Registration No.
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER 
                           THE SECURITIES ACT OF 1933
                              --------------------
                         Regions Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
                              --------------------
           Delaware                                      63-0589368
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)

     417 North 20th Street, Birmingham, AL          35203
     (Address of Principal Executive Offices)       (Zip Code) 


     Stock Options and Warrants Assumed in Acquisition of VB&T Bancshares Corp.

                             (Full Title of Plan)
                              --------------------

                              Samuel E. Upchurch, Jr. 
                     General Counsel and Corporate Secretary 
                              417 North 20th Street
                              Birmingham, AL 35203
                    (Name and address of agent for service)

                                 (205) 326-7860
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                   Copies to:

                               Charles C. Pinckney   
                      Lange, Simpson, Robinson & Somerville LLP        
                        417 North 20th Street, Suite 1700 
                               Birmingham, Al 35203         
                                 (205) 250-5000             

                              --------------------

                              --------------------
                     CALCULATION OF REGISTRATION FEE
<TABLE>
<S>			<C>		<C>			<C>			<C>
  Title of                                 Proposed maximum          Proposed maximum 
 securities to           Amount to be        offering price             aggregate              Amount of
be registered            registered            per share*            offering price**        registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock, par          
value $.625 per share      40,608               $17.81               $ 709,284.66                $197.18
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</TABLE>
*  Maximum option exercise price of stock options with exercise prices
   in the range from $16.70 to $17.81.

** Calculated pursuant to Rule 457(h) based on the option exercise prices
   and number of shares issuable at each price.


<PAGE> 
                              PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:

       a.   Regions' Annual Report on Form 10-K for the year ended December 31,
            1997;

       b.   Regions' Quarterly Reports on Form 10-Q for the three month periods
            ended March 31, June 30, and September 30, 1998;

       c.   Regions' Current Reports on Form 8-K dated as of February 8, 1998,
            July 31, 1998, and November 6, 1998;

       d.   All other reports filed by the Company pursuant to Section 13(a) or
            15(d) of the Securities Exchange Act of 1934 for the period since
            December 31, 1997; and

       e.   The description of Regions Common Stock under the heading "Item 1.
            Capital Stock to be Registered" in the registration statement on
            Form 8-A of Regions relating to Regions Common Stock and in any
            amendment or report filed for the purpose of updating such
            description.

     All documents subsequently filed pursuant to Sections 13, 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.


ITEM 4.     DESCRIPTION OF SECURITIES

     Not applicable to this Registration Statement.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

     An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville LLP,
417 North 20th Street, Birmingham, Alabama, 35203.  Henry E. Simpson, partner
of the firm, is a director of Regions.  As of February 11, 1999, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
238,236 shares of Regions Common Stock.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Tenth of the Certificate of Incorporation of the Registrant
provides:

           "(a) The corporation shall indemnify its officers, directors,
      employees, and agents to the full extent permitted by the General
      Corporation Law of Delaware. (b) No director of the corporation shall be
      personally liable to the corporation or its stockholders for monetary
      damages, for breach of fiduciary duty as a director, except for liability
      (i) for any breach of the director's duty of loyalty to the corporation
      or its stockholders; (ii) for acts or omissions not in good faith or
      which involve intentional misconduct or a knowing violation of law; (iii)
      under Section 174 of the Delaware General Corporation Law; or (iv) for
      any transaction from which the director derived an improper personal
      benefit."

     Section 145 of the Delaware General Corporation law empowers the Company
to indemnify its officers and directors under certain circumstances. The
pertinent provisions of that statute read as follows:

         "(a) A corporation may indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an 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,
      against expenses (including attorneys' fees), judgments, fines and
      amounts paid in settlement actually and reasonably incurred by him in
      connection with such action, suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the
      best interests of the corporation, and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit or proceeding by judgment,
      order, settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself, create a presumption that the person
      did not act in good faith and in a manner which he reasonably believed to
      be in or not opposed to the best interests of the corporation, and, with
      respect to any criminal action or proceeding, had reasonable cause to
      believe that his conduct was unlawful. 

         "(b) A corporation may indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action or suit by or in the right of the corporation to procure a
      judgment in its favor 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 against expenses (including attorneys' fees) actually and
      reasonably incurred by him in connection with the defense or settlement
      of such action or suit if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interests of the
      corporation and except that no indemnification shall be made in respect
      of any claim, issue or matter as to which such person shall have been
      adjudged to be liable to the corporation unless and only to the extent
      that the Court of Chancery or the court in which such action or suit was
      brought shall determine upon application that, despite the adjudication
      of liability but in view of all the circumstances of the case, such
      person is fairly and reasonably entitled to indemnity for such expenses
      which the Court of Chancery or such other court shall deem proper. 

         "(c) To the extent that a director, officer, employee or agent of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith. 

         "(d) Any indemnification under subsections (a) and (b) of this section
      (unless ordered by a court) shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the director, officer, employee or agent is proper in the
      circumstances because he has met the applicable standard of conduct set
      forth in subsections (a) and (b) of this section. Such determination
      shall be made (1) by a majority vote of the directors who are not parties
      to such action, suit or proceeding, even though less than a quorum, or
      (2) if there are no such directors, or if such directors so direct, by
      independent legal counsel in a written opinion, or (3) by the
      stockholders.  

         "(e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or
      investigative action, suit or proceeding may be paid by the corporation
      in advance of the final disposition of such action, suit or proceeding
      upon receipt of an undertaking by or on behalf of such director or
      officer to repay such amount if it shall ultimately be determined that he
      is not entitled to be indemnified by the corporation as authorized in
      this section. Such expenses (including attorneys' fees) incurred by other
      employees and agents may be so paid upon such terms and conditions, if
      any, as the board of directors deems appropriate. 

         "(f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding such office. 

         "(g) A corporation shall have power to purchase and maintain insurance
      on behalf of any person who 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
      against any liability asserted against him and incurred by him in any
      such capacity, or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such liability
      under this section. 

         "(h) For purposes of this section, references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position
      under this section with respect to the resulting or surviving corporation
      as he would have with respect to such constituent corporation if its
      separate existence had continued. 

         "(i) For purposes of this section, references to "other enterprises"
      shall include employee benefit plans; references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee
      benefit plan; and references to "serving at the request of the
      corporation" shall include any service as a director, officer, employee
      or agent of the corporation which imposes duties on, or involves services
      by, such director, officer, employee or agent with respect to an employee
      benefit plan, its participants or beneficiaries; and a person who acted
      in good faith and in a manner he reasonably believed to be in the
      interest of the participants and beneficiaries of an employee benefit
      plan shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" as referred to in this section. 

         "(j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of
      the heirs, executors and administrators of such a person. 

         "(k) The Court of Chancery is hereby vested with exclusive
      jurisdiction to hear and determine all actions for advancement of
      expenses or indemnification brought under this section or under any
      bylaw, agreement, vote of stockholders or disinterested directors, or
      otherwise.  The Court of Chancery may summarily determine a corporation's
      obligation to advance expenses (including attorneys' fees)." 

     The Company has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity result in liability, or to
the Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on
inside information, illegal payments, dishonesty, accounting of securities
profits in violation of Section 16(b) of the Securities Exchange Act of 1934
and acts within the scope of the Pension Reform Act of 1974.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable to this Registration Statement.

ITEM 8.     EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     A.     The undersigned Registrant hereby undertakes 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 represents a fundamental change in the
information set forth in the registration statement; and (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 such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.  

     The undersigned Registrant further undertakes, 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.

     The undersigned Registrant further undertakes 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 liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 of
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. 

<PAGE>
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant 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 Birmingham, State of Alabama, on
February 11, 1999.

                                          REGISTRANT:
                                          REGIONS FINANCIAL CORPORATION

                                                  
                                          BY:    /s/ Richard D. Horsley
                                              ----------------------------
                                                   Richard D. Horsley
                                               Vice Chairman of the Board and
                                                Executive Financial Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Horsley and Samuel E. Upchurch, Jr.
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
registration statement, and to file the same with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, 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 below by the following persons in the
capacities and on the dates indicated.



      SIGNATURE                       TITLE                         DATE
-------------------------  -----------------------------     -----------------
/s/ Carl E. Jones, Jr.
---------------------------  President and Chief Executive   February 11, 1999
Carl E. Jones, Jr.              Officer and Director
                            (principal executive officer)

/s/ Richard D. Horsley
---------------------------  Vice Chairman of the Board and  February 11, 1999
Richard D. Horsley            Executive Financial Officer
                                     and Director
                             (principal financial officer)
/s/ Robert P. Houston
---------------------------  Executive Vice President and    February 11, 1999
Robert P. Houston                  Comptroller
                            (principal accounting officer)


                                        II-6
<PAGE>

      SIGNATURE                       TITLE                         DATE
-------------------------  -----------------------------     -----------------

/s/ Sheila S. Blair
---------------------------         Director                 February 11, 1999
Sheila S. Blair

/s/ James B. Boone, Jr.
---------------------------         Director                 February 11, 1999
James B. Boone, Jr.

/s/ Albert P. Brewer
---------------------------         Director                 February 11, 1999
Albert P. Brewer

/s/ James S.M. French
---------------------------         Director                 February 11, 1999
James S.M. French


---------------------------         Director                  
Barnett Grace


---------------------------         Director                  
Frank D. Hickingbotham

/s/ Olin B. King
---------------------------         Director                 February 11, 1999
Olin B. King


---------------------------  Chairman of the Board            
J. Stanley Mackin                 and Director


---------------------------         Director                  
Michael W. Murphy

/s/ Henry E. Simpson
---------------------------         Director                 February 11, 1999
Henry E. Simpson

/s/ Lee J. Styslinger, Jr.
---------------------------         Director                 February 11, 1999
Lee J. Styslinger, Jr.


---------------------------         Director                  
Robert J. Williams


<PAGE>
                             INDEX TO EXHIBITS


                                                      Sequential             
Exhibit                                                 Page
Number                    Description                  Number  


5.1                Opinion Re: legality, of
                   Lange, Simpson, Robinson &
                   Somerville LLP dated February 11,
                   1999

23.1               Consent of Ernst & Young LLP.

23.2               Consent of Lange, Simpson,
                   Robinson & Somerville LLP --
                   Included in Exhibit 5.1


<PAGE>
                                             Exhibit 5.1
 
                   LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
                       417 NORTH 20TH STREET, SUITE 1700
                           BIRMINGHAM, ALABAMA 35203
                           TELEPHONE: (205) 250-5000
                           FACSIMILE: (205) 250-5034

                                  February 11, 1999


Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama  35203


Ladies and Gentlemen:


     We render this opinion as counsel for Regions Financial Corporation, a
Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under that
certain stock option plan assumed by the Company in the acquisition of VB&T
Bancshares Corp. (the "Assumed Stock Options"). We have considered the terms of
the Assumed Stock Options and the pertinent definitive acquisition agreement,
and we have examined such other documents and records as we have deemed
necessary to examine for the purpose of giving this opinion.  

     Based upon the foregoing, it is our opinion that, when shares of common
stock of the Company are issued upon exercise of an Assumed Stock Option and
upon payment of the consideration therefore, such shares will be duly
authorized, validly issued, fully paid and non-assessable, with no personal
liability attaching to the ownership thereof.
 
     We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.

                                Yours truly,


               /s/ Lange, Simpson, Robinson & Somerville LLP


<PAGE>
                                                          EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the stock options and warrants assumed in the
acquisition of VB&T Bancshares Corp. by Regions Financial Corporation of our
report dated February 9, 1998 (except for Note Q as to which the date is
February 13, 1998) with respect to the consolidated financial statements of
Regions Financial Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1997 and our report dated July 31,
1998 (except for Note Q as to which the date is November 3, 1998) with respect
to the supplemental consolidated financial statements of Regions Financial
Corporation included in its Current Report on Form 8-K dated November 6, 1998,
filed with the Securities and Exchange Commission.


/s/ ERNST & YOUNG LLP


Birmingham, Alabama  
February 9,  1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27774}]
{"company-data": {"conformed-name": "REGIONS FINANCIAL CORP", "cik": "0000036032", "assigned-sic": "6021", "irs-number": "630589368", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72389", "film-number": "99539225"}, "business-address": {"street1": "417 N 20TH ST", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053267100"}, "former-company": {"former-conformed-name": "FIRST ALABAMA BANCSHARES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 16, 1999
                                              Registration No.
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER 
                           THE SECURITIES ACT OF 1933
                              --------------------
                         Regions Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
                              --------------------
           Delaware                                      63-0589368
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)

     417 North 20th Street, Birmingham, AL          35203
     (Address of Principal Executive Offices)       (Zip Code) 

     Stock Options and Warrants Assumed in Acquisition of VB&T Bancshares Corp.

                             (Full Title of Plan)
                              --------------------

                              Samuel E. Upchurch, Jr. 
                     General Counsel and Corporate Secretary 
                              417 North 20th Street
                              Birmingham, AL 35203
                    (Name and address of agent for service)

                                 (205) 326-7860
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                   Copies to:

                               Charles C. Pinckney   
                      Lange, Simpson, Robinson & Somerville LLP        
                        417 North 20th Street, Suite 1700 
                               Birmingham, Al 35203         
                                 (205) 250-5000             

                              --------------------

                              --------------------
                     CALCULATION OF REGISTRATION FEE
Title of                                 Proposed maximum          Proposed maximum 
 securities to           Amount to be        offering price             aggregate              Amount of
be registered            registered            per share*            offering price**        registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock, par          
value $.625 per share      40,608               $17.81               $ 709,284.66                $197.18
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
*  Maximum option exercise price of stock options with exercise prices
   in the range from $16.70 to $17.81.

** Calculated pursuant to Rule 457(h) based on the option exercise prices
   and number of shares issuable at each price.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:

       a.   Regions' Annual Report on Form 10-K for the year ended December 31,
            1997;

       b.   Regions' Quarterly Reports on Form 10-Q for the three month periods
            ended March 31, June 30, and September 30, 1998;

       c.   Regions' Current Reports on Form 8-K dated as of February 8, 1998,
            July 31, 1998, and November 6, 1998;

       d.   All other reports filed by the Company pursuant to Section 13(a) or
            15(d) of the Securities Exchange Act of 1934 for the period since
            December 31, 1997; and

       e.   The description of Regions Common Stock under the heading "Item 1.
            Capital Stock to be Registered" in the registration statement on
            Form 8-A of Regions relating to Regions Common Stock and in any
            amendment or report filed for the purpose of updating such
            description.

     All documents subsequently filed pursuant to Sections 13, 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

     Not applicable to this Registration Statement.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

     An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville LLP,
417 North 20th Street, Birmingham, Alabama, 35203.  Henry E. Simpson, partner
of the firm, is a director of Regions.  As of February 11, 1999, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
238,236 shares of Regions Common Stock.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Tenth of the Certificate of Incorporation of the Registrant
provides:

           "(a) The corporation shall indemnify its officers, directors,
      employees, and agents to the full extent permitted by the General
      Corporation Law of Delaware. (b) No director of the corporation shall be
      personally liable to the corporation or its stockholders for monetary
      damages, for breach of fiduciary duty as a director, except for liability
      (i) for any breach of the director's duty of loyalty to the corporation
      or its stockholders; (ii) for acts or omissions not in good faith or
      which involve intentional misconduct or a knowing violation of law; (iii)
      under Section 174 of the Delaware General Corporation Law; or (iv) for
      any transaction from which the director derived an improper personal
      benefit."

     Section 145 of the Delaware General Corporation law empowers the Company
to indemnify its officers and directors under certain circumstances. The
pertinent provisions of that statute read as follows:

         "(a) A corporation may indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an 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,
      against expenses (including attorneys' fees), judgments, fines and
      amounts paid in settlement actually and reasonably incurred by him in
      connection with such action, suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the
      best interests of the corporation, and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit or proceeding by judgment,
      order, settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself, create a presumption that the person
      did not act in good faith and in a manner which he reasonably believed to
      be in or not opposed to the best interests of the corporation, and, with
      respect to any criminal action or proceeding, had reasonable cause to
      believe that his conduct was unlawful. 

         "(b) A corporation may indemnify any person who was or is a party or
      is threatened to be made a party to any threatened, pending or completed
      action or suit by or in the right of the corporation to procure a
      judgment in its favor 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 against expenses (including attorneys' fees) actually and
      reasonably incurred by him in connection with the defense or settlement
      of such action or suit if he acted in good faith and in a manner he
      reasonably believed to be in or not opposed to the best interests of the
      corporation and except that no indemnification shall be made in respect
      of any claim, issue or matter as to which such person shall have been
      adjudged to be liable to the corporation unless and only to the extent
      that the Court of Chancery or the court in which such action or suit was
      brought shall determine upon application that, despite the adjudication
      of liability but in view of all the circumstances of the case, such
      person is fairly and reasonably entitled to indemnity for such expenses
      which the Court of Chancery or such other court shall deem proper. 

         "(c) To the extent that a director, officer, employee or agent of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section, or in defense of any claim, issue or matter therein, he
      shall be indemnified against expenses (including attorneys' fees)
      actually and reasonably incurred by him in connection therewith. 

         "(d) Any indemnification under subsections (a) and (b) of this section
      (unless ordered by a court) shall be made by the corporation only as
      authorized in the specific case upon a determination that indemnification
      of the director, officer, employee or agent is proper in the
      circumstances because he has met the applicable standard of conduct set
      forth in subsections (a) and (b) of this section. Such determination
      shall be made (1) by a majority vote of the directors who are not parties
      to such action, suit or proceeding, even though less than a quorum, or
      (2) if there are no such directors, or if such directors so direct, by
      independent legal counsel in a written opinion, or (3) by the
      stockholders.  

         "(e) Expenses (including attorneys' fees) incurred by an officer or
      director in defending any civil, criminal, administrative or
      investigative action, suit or proceeding may be paid by the corporation
      in advance of the final disposition of such action, suit or proceeding
      upon receipt of an undertaking by or on behalf of such director or
      officer to repay such amount if it shall ultimately be determined that he
      is not entitled to be indemnified by the corporation as authorized in
      this section. Such expenses (including attorneys' fees) incurred by other
      employees and agents may be so paid upon such terms and conditions, if
      any, as the board of directors deems appropriate. 

         "(f) The indemnification and advancement of expenses provided by, or
      granted pursuant to, the other subsections of this section shall not be
      deemed exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled under any
      bylaw, agreement, vote of stockholders or disinterested directors or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding such office. 

         "(g) A corporation shall have power to purchase and maintain insurance
      on behalf of any person who 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
      against any liability asserted against him and incurred by him in any
      such capacity, or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such liability
      under this section. 

         "(h) For purposes of this section, references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation (including any constituent of a constituent) absorbed in a
      consolidation or merger which, if its separate existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and employees or agents, so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such constituent corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, shall stand in the same position
      under this section with respect to the resulting or surviving corporation
      as he would have with respect to such constituent corporation if its
      separate existence had continued. 

         "(i) For purposes of this section, references to "other enterprises"
      shall include employee benefit plans; references to "fines" shall include
      any excise taxes assessed on a person with respect to any employee
      benefit plan; and references to "serving at the request of the
      corporation" shall include any service as a director, officer, employee
      or agent of the corporation which imposes duties on, or involves services
      by, such director, officer, employee or agent with respect to an employee
      benefit plan, its participants or beneficiaries; and a person who acted
      in good faith and in a manner he reasonably believed to be in the
      interest of the participants and beneficiaries of an employee benefit
      plan shall be deemed to have acted in a manner "not opposed to the best
      interests of the corporation" as referred to in this section. 

         "(j) The indemnification and advancement of expenses provided by, or
      granted pursuant to, this section shall, unless otherwise provided when
      authorized or ratified, continue as to a person who has ceased to be a
      director, officer, employee or agent and shall inure to the benefit of
      the heirs, executors and administrators of such a person. 

         "(k) The Court of Chancery is hereby vested with exclusive
      jurisdiction to hear and determine all actions for advancement of
      expenses or indemnification brought under this section or under any
      bylaw, agreement, vote of stockholders or disinterested directors, or
      otherwise.  The Court of Chancery may summarily determine a corporation's
      obligation to advance expenses (including attorneys' fees)." 

     The Company has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a
director or officer whose actions in his capacity result in liability, or to
the Registrant, in the event it has indemnified the director or officer. Major
exclusions from coverage include libel, slander, personal profit based on
inside information, illegal payments, dishonesty, accounting of securities
profits in violation of Section 16(b) of the Securities Exchange Act of 1934
and acts within the scope of the Pension Reform Act of 1974.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable to this Registration Statement.

ITEM 8.     EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     A.     The undersigned Registrant hereby undertakes 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 represents a fundamental change in the
information set forth in the registration statement; and (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 such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.  

     The undersigned Registrant further undertakes, 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.

     The undersigned Registrant further undertakes 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 liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 of
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, the registrant 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 Birmingham, State of Alabama, on
February 11, 1999.

                                          REGISTRANT:
                                          REGIONS FINANCIAL CORPORATION

                                                  
                                          BY:    /s/ Richard D. Horsley
                                              ----------------------------
                                                   Richard D. Horsley
                                               Vice Chairman of the Board and
                                                Executive Financial Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Horsley and Samuel E. Upchurch, Jr.
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
registration statement, and to file the same with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, 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 below by the following persons in the
capacities and on the dates indicated.

      SIGNATURE                       TITLE                         DATE
-------------------------  -----------------------------     -----------------
/s/ Carl E. Jones, Jr.
---------------------------  President and Chief Executive   February 11, 1999
Carl E. Jones, Jr.              Officer and Director
                            (principal executive officer)

/s/ Richard D. Horsley
---------------------------  Vice Chairman of the Board and  February 11, 1999
Richard D. Horsley            Executive Financial Officer
                                     and Director
                             (principal financial officer)
/s/ Robert P. Houston
---------------------------  Executive Vice President and    February 11, 1999
Robert P. Houston                  Comptroller
                            (principal accounting officer)

                                        II-6
SIGNATURE                       TITLE                         DATE
-------------------------  -----------------------------     -----------------

/s/ Sheila S. Blair
---------------------------         Director                 February 11, 1999
Sheila S. Blair

/s/ James B. Boone, Jr.
---------------------------         Director                 February 11, 1999
James B. Boone, Jr.

/s/ Albert P. Brewer
---------------------------         Director                 February 11, 1999
Albert P. Brewer

/s/ James S.M. French
---------------------------         Director                 February 11, 1999
James S.M. French

---------------------------         Director                  
Barnett Grace

---------------------------         Director                  
Frank D. Hickingbotham

/s/ Olin B. King
---------------------------         Director                 February 11, 1999
Olin B. King

---------------------------  Chairman of the Board            
J. Stanley Mackin                 and Director

---------------------------         Director                  
Michael W. Murphy

/s/ Henry E. Simpson
---------------------------         Director                 February 11, 1999
Henry E. Simpson

/s/ Lee J. Styslinger, Jr.
---------------------------         Director                 February 11, 1999
Lee J. Styslinger, Jr.

---------------------------         Director                  
Robert J. Williams
INDEX TO EXHIBITS

                                                      Sequential             
Exhibit                                                 Page
Number                    Description                  Number  

5.1                Opinion Re: legality, of
                   Lange, Simpson, Robinson &
                   Somerville LLP dated February 11,
                   1999

23.1               Consent of Ernst & Young LLP.

23.2               Consent of Lange, Simpson,
                   Robinson & Somerville LLP --
                   Included in Exhibit 5.1
Exhibit 5.1
 
                   LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
                       417 NORTH 20TH STREET, SUITE 1700
                           BIRMINGHAM, ALABAMA 35203
                           TELEPHONE: (205) 250-5000
                           FACSIMILE: (205) 250-5034

                                  February 11, 1999

Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama  35203

Ladies and Gentlemen:

     We render this opinion as counsel for Regions Financial Corporation, a
Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under that
certain stock option plan assumed by the Company in the acquisition of VB&T
Bancshares Corp. (the "Assumed Stock Options"). We have considered the terms of
the Assumed Stock Options and the pertinent definitive acquisition agreement,
and we have examined such other documents and records as we have deemed
necessary to examine for the purpose of giving this opinion.  

     Based upon the foregoing, it is our opinion that, when shares of common
stock of the Company are issued upon exercise of an Assumed Stock Option and
upon payment of the consideration therefore, such shares will be duly
authorized, validly issued, fully paid and non-assessable, with no personal
liability attaching to the ownership thereof.
 
     We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.

                                Yours truly,

               /s/ Lange, Simpson, Robinson & Somerville LLP
EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the stock options and warrants assumed in the
acquisition of VB&T Bancshares Corp. by Regions Financial Corporation of our
report dated February 9, 1998 (except for Note Q as to which the date is
February 13, 1998) with respect to the consolidated financial statements of
Regions Financial Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1997 and our report dated July 31,
1998 (except for Note Q as to which the date is November 3, 1998) with respect
to the supplemental consolidated financial statements of Regions Financial
Corporation included in its Current Report on Form 8-K dated November 6, 1998,
filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Birmingham, Alabama  
February 9,  1999