<PAGE>
As filed with the Securities and Exchange Commission on April 7, 1995
                                             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 Assumed in Acquisition of First Community Bancshares, Inc.
        Stock Options Assumed in Acquisition of Union Bank & Trust Company
                             (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        
                        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          92,044                $19.00                   $ 1,748,836             $ 603.05
value $.625 per share
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated for the purpose of calculating the registration fee pursuant 
  to Rule 457(c) of the Securities Act of 1933.

 

                              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. 	Form 10-K Annual Report to the Securities and Exchange
                Commission, for the year ended December 31, 1994.
          b. 	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, 1994.
          c. 	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, 417 North 20th Street, Birmingham,
     Alabama, 35203.  Henry E. Simpson, partner of the firm, is a
     director of Regions.  As of February 6, 1995, attorneys in the
     law firm of Lange, Simpson, Robinson & Somerville owned an
     aggregate of 119,995 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 (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 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 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
     April 5, 1995.

 
                                          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 by the following
     persons in the capacities and on the date indicated.



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

/s/ J. Stanley Mackin           
- --------------------------  Chairman of the Board and         April 5, 1995
J. Stanley Mackin           Chief Executive Officer and
                                   Director

/s/ Richard D. Horsley          
- --------------------------  Vice Chairman of the Board and    April 5, 1995
Richard D. Horsley          Executive Financial Officer
                                   and Director

/s/ Robert P. Houston           
- --------------------------  Executive Vice President and      April 5, 1995
Robert P. Houston           Comptroller
            

- --------------------------         Director
Sheila S. Blair
                 
/s/ James B. Boone, Jr.
- --------------------------         Director                   April 5, 1995
James B. Boone, Jr.
                 
/s/ William R. Boles, Sr. 
- --------------------------         Director                   April 5, 1995
William R. Boles, Sr. 
                 

/s/ Albert P. Brewer
- --------------------------         Director                   April 5, 1995
Albert P. Brewer
                  
/s/ James S.M. French
- --------------------------         Director                   April 5, 1995
James S.M. French
                  
/s/ Catesby ap C. Jones
- --------------------------         Director                   April 5, 1995
Catesby ap C. Jones

/s/ Olin B. King                
- --------------------------         Director                   April 5, 1995
Olin B. King                

/s/ H. Manning McPhillips, Jr.
- --------------------------         Director                   April 5, 1995
H. Manning McPhillips, Jr.

/s/ Henry E. Simpson
- --------------------------         Director                   April 5, 1995
Henry E. Simpson
                                           
/s/ Robert E. Steiner, III         
- --------------------------         Director                   April 5, 1995
Robert E. Steiner, III         

/s/ Lee J. Styslinger, Jr.
- --------------------------         Director                   April 5, 1995
Lee J. Styslinger, Jr.




     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
     the trustees (or other persons who administer the employee benefit
     plan) have 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 April 5, 1995.

   Stock Options Assumed in Acquisition of First Community Bancshares, Inc.
       Stock Options Assumed in Acquisition of Union Bank & Trust Company
      --------------------------------------------------------------------
                                (Plan)


                    By:  /s/ Douglas W. Graham
                        Sr. Vice President, Regions Financial Corporation
                          --------------------------------
                            (Signature and Title)          

                             INDEX TO EXHIBITS


Exhibit
Number                    Description


5.1                Opinion Re: legality of
                   Lange, Simpson, Robinson &
                   Somerville dated April 5,
                   1995

23.1               Consent of Ernst & Young LLP,
                   Independent Auditors

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


 

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

                                 April 5, 1995 


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 certain stock option plans assumed by the
     Company in acquisitions (the "Assumed Stock Options"). We have
     considered the terms of the Assumed Stock Options and the
     pertinent definitive acquisition agreements, 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



                                                          EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the Stock
Options Assumed in Acquisition of First Community Bancshares, Inc.,
Stock Options Assumed in Acquisition of Union Bank & Trust Company
of Regions Financial Corporation of our report dated February 6, 1995,
with respect to the consolidated financial statements of Regions
Financial Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and
Exchange Commission.

/s/ ERNST & YOUNG LLP


Birmingham, Alabama  
April 4, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 30493}]
{"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": "033-58469", "film-number": "95527475"}, "business-address": {"street1": "417 N 20TH ST", "city": "BIRMINGHAM", "state": "AL", "zip": "35202", "phone": "2058328450"}, "former-company": {"former-conformed-name": "FIRST ALABAMA BANCSHARES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 7, 1995
                                             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 Assumed in Acquisition of First Community Bancshares, Inc.
        Stock Options Assumed in Acquisition of Union Bank & Trust Company
                             (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        
                        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          92,044                $19.00                   $ 1,748,836             $ 603.05
value $.625 per share
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
* Estimated for the purpose of calculating the registration fee pursuant 
  to Rule 457(c) of the Securities Act of 1933.

 

                              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. 	Form 10-K Annual Report to the Securities and Exchange
                Commission, for the year ended December 31, 1994.
          b. 	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, 1994.
          c. 	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, 417 North 20th Street, Birmingham,
     Alabama, 35203.  Henry E. Simpson, partner of the firm, is a
     director of Regions.  As of February 6, 1995, attorneys in the
     law firm of Lange, Simpson, Robinson & Somerville owned an
     aggregate of 119,995 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 (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 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 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
     April 5, 1995.

 
                                          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 by the following
     persons in the capacities and on the date indicated.

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

/s/ J. Stanley Mackin           
- --------------------------  Chairman of the Board and         April 5, 1995
J. Stanley Mackin           Chief Executive Officer and
                                   Director

/s/ Richard D. Horsley          
- --------------------------  Vice Chairman of the Board and    April 5, 1995
Richard D. Horsley          Executive Financial Officer
                                   and Director

/s/ Robert P. Houston           
- --------------------------  Executive Vice President and      April 5, 1995
Robert P. Houston           Comptroller
            

- --------------------------         Director
Sheila S. Blair
                 
/s/ James B. Boone, Jr.
- --------------------------         Director                   April 5, 1995
James B. Boone, Jr.
                 
/s/ William R. Boles, Sr. 
- --------------------------         Director                   April 5, 1995
William R. Boles, Sr. 
                 

/s/ Albert P. Brewer
- --------------------------         Director                   April 5, 1995
Albert P. Brewer
                  
/s/ James S.M. French
- --------------------------         Director                   April 5, 1995
James S.M. French
                  
/s/ Catesby ap C. Jones
- --------------------------         Director                   April 5, 1995
Catesby ap C. Jones

/s/ Olin B. King                
- --------------------------         Director                   April 5, 1995
Olin B. King                

/s/ H. Manning McPhillips, Jr.
- --------------------------         Director                   April 5, 1995
H. Manning McPhillips, Jr.

/s/ Henry E. Simpson
- --------------------------         Director                   April 5, 1995
Henry E. Simpson
                                           
/s/ Robert E. Steiner, III         
- --------------------------         Director                   April 5, 1995
Robert E. Steiner, III         

/s/ Lee J. Styslinger, Jr.
- --------------------------         Director                   April 5, 1995
Lee J. Styslinger, Jr.

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
     the trustees (or other persons who administer the employee benefit
     plan) have 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 April 5, 1995.

   Stock Options Assumed in Acquisition of First Community Bancshares, Inc.
       Stock Options Assumed in Acquisition of Union Bank & Trust Company
      --------------------------------------------------------------------
                                (Plan)

                    By:  /s/ Douglas W. Graham
                        Sr. Vice President, Regions Financial Corporation
                          --------------------------------
                            (Signature and Title)          

                             INDEX TO EXHIBITS

Exhibit
Number                    Description

5.1                Opinion Re: legality of
                   Lange, Simpson, Robinson &
                   Somerville dated April 5,
                   1995

23.1               Consent of Ernst & Young LLP,
                   Independent Auditors

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

 

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

                                 April 5, 1995 

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 certain stock option plans assumed by the
     Company in acquisitions (the "Assumed Stock Options"). We have
     considered the terms of the Assumed Stock Options and the
     pertinent definitive acquisition agreements, 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

                                                          EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the Stock
Options Assumed in Acquisition of First Community Bancshares, Inc.,
Stock Options Assumed in Acquisition of Union Bank & Trust Company
of Regions Financial Corporation of our report dated February 6, 1995,
with respect to the consolidated financial statements of Regions
Financial Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and
Exchange Commission.

/s/ ERNST & YOUNG LLP

Birmingham, Alabama  
April 4, 1995