UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 10, 2004
                                                         -----------------

                              SUNTRUST BANKS, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

          Georgia                    001-08918                   58-1575035
          -------                    ---------                   ----------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)

303 Peachtree St., N.E.         Atlanta, Georgia                    30308
-----------------------         ----------------                    -----
    (Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (404) 588-7711

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

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On November 10, 2004, SunTrust Banks, Inc. ("SunTrust" or the "Registrant")
issued a press release (the "Press Release") announcing, among other things,
information regarding the Registrant's results of operations for its first and
second fiscal quarters of 2004. A copy of the Press Release is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this
Item 2.02 by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

     The contents of the Press Release, which is being filed as Exhibit 99.1 to
this Current Report on Form 8-K, are incorporated into this Item 5.02 by
reference.

ITEM 8.01.  OTHER EVENTS

     In addition to the matters set forth in Item 2.02 of this Current Report on
Form 8-K, the contents of which are incorporated into this Item 8.01 by
reference, the Press Release also announced, among other things, that the
Registrant has filed a Form 12b-25 with the Securities and Exchange Commission
with respect to its Quarterly Report on Form 10-Q for the third quarter ended
September 30, 2004, that the previously announced review by the Registrant's
Audit Committee has concluded, and that the Company has undertaken certain
remediation efforts with respect thereto. The contents of the Press Release,
which is being filed as Exhibit 99.1 to this Current Report on Form 8-K, are
incorporated into this Item 8.01 by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

     The following exhibit is being filed and furnished herewith:

         99.1     Press release issued by SunTrust Banks, Inc. on
                  November 10, 2004.

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        SUNTRUST BANKS, INC.
                                          (Registrant)

Date: November 10, 2004

                                        By: /s/ Kimberly N. Rhodes
                                            ------------------------------------
                                            Kimberly N. Rhodes
                                            Vice President and Corporate Counsel

 

                                                                    Exhibit 99.1

SUNTRUST WILL ANNOUNCE THIRD QUARTER EARNINGS ON NOVEMBER 12; CONFIRMS EXPECTED
RESTATEMENT OF FIRST HALF 2004 RESULTS; PROVIDES UPDATE ON AUDIT COMMITTEE
REVIEW

November 10, 2004

ATLANTA -- SunTrust Banks, Inc. (NYSE: STI - News) announced today that it has
filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange
Commission ("SEC") regarding the delayed filing of its Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 ("Form 10-Q"). The filing provides
the Company a five-day extension of the deadline to file the Form 10-Q. SunTrust
intends to release its third quarter earnings, and file the Form 10-Q, on
Friday, November 12, 2004. Conference call details will follow in a separate
press release.

FIRST AND SECOND QUARTERS 2004
------------------------------

SunTrust also confirmed that as a result of revisions to previously reported
quarterly allowances for loan losses, reported pre-tax income for the first and
second quarters of 2004 is expected to be increased. SunTrust said that, while
the review is not complete, it anticipates the aggregate amount of the
restatement of pre-tax income for the six months ended June 30, 2004 to be the
same as, or slightly above, the amount indicated in the October 11, 2004
announcement ($31.6 million, or $0.08 per share). The Company expects (i) the
increase in pre-tax income for the first quarter of 2004 to be lower than the
expected increase previously announced and (ii) the increase in pre-tax income
for the second quarter of 2004 to be greater than the expected increase
previously announced. Details of the quarterly restatements are expected to be
announced in connection with the Company's third quarter 2004 earnings.

REPORT ON AUDIT COMMITTEE INVESTIGATION AND SUNTRUST'S REVIEW
-------------------------------------------------------------

SunTrust announced on October 11, 2004 that the Company's Audit Committee, with
the assistance of independent counsel, had initiated an independent review of
certain errors in input data used to calculate the first and second quarter 2004
allowances related to the Company's indirect auto loan portfolio, communications
by certain SunTrust personnel to its independent auditors about the errors, loan
loss reserve issues and related matters. The Audit Committee has now completed
its investigation. Based on the results of the Audit Committee's investigation
and SunTrust's review and analysis, SunTrust has determined that:

     -    The Company's implementation of a new allowance framework in the first
          quarter was deficient. The deficiencies included inadequate internal
          control procedures, insufficient validation and testing of the new
          framework, inadequate documentation and a failure to detect errors in
          the allowance calculation.

     -    There were numerous errors in the loan loss allowance calculations for
          the first and second quarters, including data, model and formulaic
          errors.

     -    The Company's internal Allowance Committee did not properly
          investigate and pursue the identified errors or other potential errors
          in the allowance calculations in the first and second quarters. The
          Allowance Committee did not adequately address potential issues and
          concerns with the new allowance framework after suggestions of
          problems came to light.

     -    In connection with the financial reporting process for the Company's
          third quarter results, certain members of the Company's management did
          not treat certain matters raised by the Company's independent auditor
          with an appropriate level of seriousness, failed to correct errors
          identified and failed to advise the auditors of such errors. Further,
          certain members of the Company's credit administration division (who
          were subsequently placed on administrative leave) provided false draft
          minutes of an Allowance Committee meeting to the independent auditor.

The Audit Committee concluded that when the independent auditor's concerns came
to the attention of senior management, specifically the Company's Chief
Executive Officer and Chief Financial Officer, the matter was addressed promptly
and appropriately.

As a result of these findings, management has concluded that there was a
material weakness, which has not been fully remediated, in the Company's
internal controls over financial reporting relating to the process of
establishing the allowance. Further, based in part on recommendations of the
Audit Committee, the Company has taken the following remedial actions:

     -    The Company has advised three members of its credit administration
          division, including its Chief Credit Officer, that their employment
          with SunTrust will be terminated.

     -    The Controller will be reassigned to a position in the Company with
          responsibilities that involve areas other than accounting or financial
          reporting.

     -    The Allowance Committee has been reconstituted with certain members of
          executive management, and the reconstituted Committee has determined
          the appropriate level of reserves for each of the first, second and
          third quarters of 2004. In addition, management reviewed the allowance
          methodology and determinations for each of the quarters in the year
          ended December 31, 2003 and determined that such financial statements
          were unaffected.

     -    Allowance policies and procedures have been, and are continuing to be,
          documented and significantly augmented, and the Company has
          established additional remediation plans to address internal control
          deficiencies associated with the allowance framework. These include
          additional documentation, training (including communications regarding
          the importance of generally accepted accounting principles (GAAP) in
          connection with allowance calculations) and supervision, periodic
          testing and periodic updates to the Audit Committee. Internal controls
          surrounding the validation and testing of all systems and models
          relating to the allowance process will be strengthened.

Further, management will take steps to ensure that the Company's conservative
credit culture does not interfere with the application of GAAP in the allowance
calculation process. Accordingly, senior management will adopt a different tone
with respect to their communications regarding the application of GAAP to the
determination of the allowance for loan losses.

SunTrust Chairman, President and CEO L. Phillip Humann noted that "when we
announced our expected restatement and Audit Committee review of matters related
to our loan loss reserve on October 11, we said we would deal with these issues
in a manner consistent with our long-standing commitment to integrity in
financial stewardship. We believe the actions announced today reflect that
commitment. Looking ahead, should further improvements or enhancements in our
internal controls be called for, we will move decisively to implement them."

SECTION 404 OF THE SARBANES-OXLEY ACT
-------------------------------------

In addition, the Company is undertaking a thorough review of its internal
controls as a part of the Company's preparation for compliance with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404
requires the Company's management to report on, and its independent auditors to
attest to, the effectiveness of the Company's internal control structure and
procedures for financial reporting. Given the efforts needed to completely
remediate the internal control material weakness associated with the allowance
for loan and lease losses, as described above, the Company likely will not be
able to fully remediate these deficiencies by December 31, 2004. In the event
the Company has a material weakness in internal controls relating to the process
of establishing its allowance at December 31, 2004, the Company's management
will disclose such weakness in its report and will not be able to conclude that
the Company's internal control over financial reporting was effective at such
date. Similarly, the Company believes any such material weakness would be
referenced in an adverse attestation report from its independent auditors. A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.

SunTrust Chairman, President and CEO L. Phillip Humann will provide a brief
perspective on this announcement via telephone on November 10, 2004 at 10:00
a.m. (Eastern Time). Individuals are encouraged to call in beginning at 9:45
a.m. (Eastern Time) by dialing 1-888-822-9863 (Passcode: SunTrust). Individuals
calling from outside the United States should dial 1-484-630-1854 (Passcode:
SunTrust). A replay of the call will be available beginning November 10, 2004
and ending November 24, 2004 at 5:00 p.m. (Eastern Time) by dialing
1-866-481-6890 (domestic) or 1-203-369-1569 (international).

Alternatively, individuals may listen to the live webcast by visiting the
SunTrust Web site at http://www.suntrust.com. The webcast will be hosted under
"Investor Relations" located under "About SunTrust". Beginning the afternoon of
November 10, 2004, listeners may access an archived version in the "Webcasts and
Presentations" subsection found under "Investor Relations". A link to the
Investor Relations page is also found in the footer of the SunTrust home page.

SunTrust Banks, Inc., headquartered in Atlanta, is one of the nation's largest
commercial banking organizations. The company operates an extensive distribution
network primarily in Florida, Georgia, Maryland, North Carolina, South Carolina,
Tennessee, Virginia and the District of Columbia and also serves customers in
selected markets nationally. Its primary businesses include deposit, credit,
trust and investment services. Through various subsidiaries the company provides
credit cards, mortgage banking, insurance, brokerage and capital markets
services. SunTrust's Internet address is http://www.suntrust.com.

SAFE HARBOR STATEMENT

The information provided herein may contain forward looking statements.
Statements that are not historical facts, including statements about SunTrust's
beliefs and expectations, are forward-looking statements. These statements are
based on beliefs and assumptions by SunTrust's management, and on information
currently available to such management. The forward-looking statements are
intended to be subject to the safe harbor protection provided by Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include statements preceded by, followed by or
that include the words "intends," "believes," "expects," "anticipates," "plans,"
"estimates," or similar expressions or future conditional verbs such as "will,"
"should," "would," and "could." Forward- looking statements speak only as of the
date they are made, and SunTrust undertakes no obligation to update publicly any
of them in light of new information or future events. Forward-looking statements
involve inherent risks and uncertainties. Management cautions that a number of
important factors could cause actual results to differ materially from those
contained in any forward-looking statement. Examples of such factors include,
but are not limited to: the expected release of the Company's third quarter
results; the expected amounts of the restatements; the remediation efforts
undertaken by the Company, as described herein; the impact of future
improvements or enhancements to the Company's internal controls; and the actual
timing and impact of the Company's compliance with Section 404 of the
Sarbanes-Oxley Act of 2002. For a more thorough discussion of factors that could
impact actual results, see the "A Warning About Forward-Looking Information"
section of SunTrust's 2003 annual report filed on Form 10-K with the SEC. For
further information regarding SunTrust, please read the SunTrust reports filed
with the SEC and available at http://www.sec.gov.