Edgar Filing: SUNTRUST BANKS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Dierker David F

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2004

3. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [STI]

(Last)

(First)

(Middle)

303 PEACHTREE STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr.Exec.VP & Chief Admn. Off.

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ATLANTA,Â GAÂ 30308

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	447.817	I	401(k) ⁽²⁾
Common Stock	4,770	I	Restricted Stock ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units ⁽⁴⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	243.768	$ ⁽⁴⁾	D	Â
Option ⁽⁵⁾	11/18/1997	11/18/2006	Common Stock	7,680	$ 33.66	D	Â
Option ⁽⁵⁾	01/23/1998	01/23/2007	Common Stock	1,536	$ 37.28	D	Â
Option ⁽⁵⁾	01/22/1999	01/22/2008	Common Stock	785	$ 54.4	D	Â
Option ⁽⁵⁾	01/22/1999	01/22/2008	Common Stock	1,231	$ 54.39	D	Â
Option ⁽⁶⁾	12/31/2000	02/09/2009	Common Stock	1,000	$ 65.1875	D	Â
Option ⁽⁶⁾	11/09/2002	11/09/2009	Common Stock	1,900	$ 73.0625	D	Â
Option ⁽⁷⁾	11/14/2003	11/14/2010	Common Stock	4,000	$ 51.125	D	Â
Option ⁽⁷⁾	11/13/2004	11/13/2011	Common Stock	3,500	$ 64.57	D	Â
Option ⁽⁷⁾	02/11/2006	02/11/2013	Common Stock	10,000	$ 54.28	D	Â
Option ⁽⁷⁾	02/10/2007	02/10/2014	Common Stock	4,000	$ 73.19	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dierker David F 303 PEACHTREE STREET ATLANTA,Â GAÂ 30308	Â	Â	Â Sr.Exec.VP & Chief Admn. Off.	Â

Signatures

David F. Dierker		12/17/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Exhibit List - Exhibit 24 - Power of Attorney
(2)	Because the stock fund component of the 401(k) is accounted for in unit accounting, the number of share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date.
(3)	Restricted stock held under SunTrust Banks, Inc. 2000 Stock Plan and SunTrust Banks, Inc. 2004 Stock Plan. Subject to certain vesting conditions. Restricted stock agreements contain tax withholding features allowing stock to be withheld to satisfy tax withholding obligations. Both plans are exempt under Rule 16(b)-3.
(4)	The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan. These securites convert to common stock on a one-for-one basis.
(5)	Granted pursuant to a Crestar Financial Corporation plan.
(6)	Granted pursuant to the 1995 SunTrust Executive Stock Plan.
(7)	Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.

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