FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL	
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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	OMB Number: 3235-0287
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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*
Clay, Jr., John W.	2. Issuer Name and Ticker or Trading Symbol
SunTrust Banks, Inc. - STI	6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)
Vice Chairman                                     	
(Last)      (First)     (Middle)
303 Peachtree St.
 	3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)
58-1575035	4. Statement for
Month/Day/Year
January 24, 2003		
(Street)
Atlanta , GA 30308		5. If Amendment,
Date of Original
(Month/Day/Year)
 	7. 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 Acquired, Disposed of, or Beneficially Owned	

1. Title of Security
(Instr. 3)	2. Trans-
action
Date
(Month/ Day/
Year)	2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)	3. Trans-
action Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)	5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)	6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)	7. Nature of Indirect
Beneficial Ownership
(Instr. 4)	
			Code	V	Amount	(A)
or
(D)	Price				
Common Stock	1/24/03	 	G	V	1,200	D	 	32,703	D	   (1)	
Common Stock	 	 	 	 	 	 	 	8,738	I	Spouse	
Common Stock	 	 	 	 	 	 	 	8,287.177	I	401(k)  (2)	
Common Stock	 	 	 	 	 	 	 	4,171.532	I	Family Trust  (3)	
Common Stock	 	 		 	 		 	1,119.380	I	Family Trust  (4)	
Common Stock	 	 		 	 		 	503.841	I	Family Trust  (5)	
Common Stock	 	 		 	 		 	200	I	Family Trust  (6)	
Common Stock	 	 		 	 		 	6,434	I	Unitrust  (7)	
Common Stock	 	 	 	 	 	 	 	38,000	I	Restricted Stock  (8)	

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number	

FORM 4 (continued)	Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	
1. Title of Derivative Security

(Instr. 3)	2. Conver-
sion or
Exercise
Price of Derivative Security	3. Trans-
action Date

(Month/
Day/
Year)	3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)	4. Trans-
action
Code

(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)	6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)	7. Title and Amount of Underlying Securities
(Instr. 3 & 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
 (Instr. 4)	10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)	11. Nature of Indirect Beneficial Ownership
(Instr. 4)	
				Code	V	(A)	(D)	Date Exer-cisable	Expira-
tion
Date	Title	Amount or Number of
Shares					
Phantom Stock Units  (9)	1 for 1	 	 		 	 	 	(9)	(9)	Common Stock	 	 	5,491.745	D	 	
Phantom Stock Units  (10)	1 for 1	 	 	 	 	 	 	(10)	(10)	Common Stock	 	 	40,000	D	 	
Option  (11)	30.25	 	 	 	 	 	 	8/8/95	8/7/05	Common Stock	 	 	14,500	D	 	
Option  (12)	73.0625	 	 	 	 	 	 	11/9/02	11/9/09	Common Stock	 	 	15,000	D	 	
Option  (13)	51.125	 	 	 	 	 	 	11/14/03	11/14/10	Common Stock	 	 	50,000	D	 	
Option (13)	64.57	 	 	 	 	 	 	11/13/04	11/13/11	Common Stock	 	 	100,000	D	 	

Explanation of Responses:
(1) 760 shares were also transferred to Mr. Clay's direct ownership from the John Clay Children's Family Trust.
 (2) Because the stock fund component of the 401(k) Plan 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) John Clay Children's Family Trust.
 (4) In family trust for Madelaine Wood Clay.
 (5) In family trust for Abigail Campbell Clay.
 (6) In family trust for Anne Cecile Meredith.
 (7) In charitable lead unitrust.
 (8) Restricted stock held under 1986 SunTrust Executive Stock Plan and 1995 SunTrust Executive 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.
 (9) The reported phantom stock units were acquired under SunTrust Banks, Inc.'s 401(k) excess benefit plan.
 (10) Granted in exchange for restricted stock. Will be paid out on various dates.
 (11) This option becomes exercisable in 10% increments over 10 years or in the event of death, disability or change of control. This option was granted pursuant to the 1995 SunTrust Executive Stock Plan.
 (12) Granted pursuant to the 1995 SunTrust Executive Stock Plan.
 (13) Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.	
 	By: /s/ Margaret Hodgson, Attorney-in-Fact for John W. Clay, Jr.
               
**Signature of Reporting Person	January 28, 2003
Date	
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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