Filed by Regions Financial Corporation
                                                            Pursuant to Rule 425
                                            under the Securities Act of 1933 and
                                         deemed filed pursuant to Rule 14a-12 of
                                             the Securities Exchange Act of 1934

            Subject Company: AmSouth Bancorporation (Commission File No. 1-7476)




                               [REGIONS LOGO]






                                                            September 14, 2006


Dear Stockholder:

     By this time, you should have received proxy solicitation  material for the
Regions  Financial  Corporation  Special  Meeting of  Stockholders to be held on
Tuesday, October 3, 2006. At the meeting,  Regions' stockholders are being asked
to approve a proposal to adopt the  Agreement  and Plan of Merger  with  AmSouth
Bancorporation.  Your Board of  Directors  has  unanimously  approved the merger
proposal.

     In the  event  you  have not yet  voted  your  proxy,  we have  enclosed  a
duplicate  for your use.  Please sign and date the proxy and mail it promptly so
you can participate in our meeting through the stockholder voting process.

     YOU MAY ALSO USE ONE OF THE FOLLOWING SIMPLE METHODS FOR PROMPTLY PROVIDING
YOUR VOTING INSTRUCTIONS:

     1. VOTE BY TELEPHONE.  CALL THE TOLL-FREE NUMBER LISTED FOR THIS PURPOSE ON
        YOUR VOTING  INSTRUCTION  FORM. HAVE YOUR 12-DIGIT CONTROL NUMBER LISTED
        ON THE FORM READY AND FOLLOW THE SIMPLE INSTRUCTIONS.

     2. VOTE BY  INTERNET.  GO TO THE WEBSITE  WWW.PROXYVOTE.COM  LISTED ON YOUR
        VOTING INSTRUCTION FORM. HAVE YOUR 12-DIGIT CONTROL NUMBER LISTED ON THE
        FORM READY AND FOLLOW THE SIMPLE INSTRUCTIONS.

     If your proxy has already been voted,  please disregard this letter. If you
have not received  your proxy  material,  please call D. F. King & Co.,  Inc. at
1-800-714-3305 (toll-free).  We appreciate your support and  continuing interest
in Regions Financial Corporation.

                                        Sincerely,
                                        /s/ R. Alan Deer
                                        R. Alan Deer
                                        EXECUTIVE VICE PRESIDENT, GENERAL
                                        COUNSEL AND CORPORATE SECRETARY




Regions and AmSouth have filed various documents  concerning the proposed merger
with the SEC,  including a registration  statement and a merger proxy statement.
Stockholders  are urged to read them.  The  companies  and their  directors  and
executive officers may be deemed participants in soliciting  stockholder proxies
in connection with the proposed Merger.  Information  about these individuals is
found in the  companies'  respective  annual proxy  statements and in the merger
proxy  statement.  You  can  get  free  copies  of all  of  these  documents  at
www.sec.gov.









                                 [REGIONS LOGO]



                                                             September 14, 2006

Dear Stockholder:

     By this time, you should have received proxy solicitation  material for the
Regions  Financial  Corporation  Special  Meeting of  Stockholders to be held on
Tuesday, October 3, 2006. At the meeting,  Regions' stockholders are being asked
to approve a proposal to adopt the  Agreement  and Plan of Merger  with  AmSouth
Bancorporation.  Your Board of  Directors  has  unanimously  approved the merger
proposal.

     In the  event  you  have not yet  voted  your  proxy,  we have  enclosed  a
duplicate  for your use.  Please sign and date the proxy and mail it promptly so
you can participate in our meeting through the stockholder  voting process.

     YOU MAY ALSO USE ONE OF THE FOLLOWING SIMPLE METHODS FOR PROMPTLY PROVIDING
YOUR VOTING INSTRUCTIONS:

     1. VOTE BY TELEPHONE.  CALL TOLL-FREE  1-800-652-VOTE  (8683) IN THE UNITED
        STATES OR CANADA AT ANY TIME. FOLLOW THE SIMPLE INSTRUCTIONS PROVIDED BY
        THE RECORDED MESSAGE.

     2. VOTE BY INTERNET.  GO TO THE WEBSITE  WWW.COMPUTERSHARE.COM/EXPRESSVOTE.
        ENTER THE  INFORMATION  REQUESTED ON YOUR COMPUTER SCREEN AND FOLLOW THE
        SIMPLE INSTRUCTIONS.

     If your proxy has already been voted,  please  disregard  this  letter.  We
appreciate   your  support  and   continuing   interest  in  Regions   Financial
Corporation.

                                        Sincerely,
                                        /s/ R. Alan Deer
                                        R. Alan Deer
                                        EXECUTIVE VICE PRESIDENT, GENERAL
                                        COUNSEL AND CORPORATE SECRETARY



Regions and AmSouth have filed various documents  concerning the proposed merger
with the SEC,  including a registration  statement and a merger proxy statement.
Stockholders  are urged to read them.  The  companies  and their  directors  and
executive officers may be deemed participants in soliciting  stockholder proxies
in connection with the proposed Merger.  Information  about these individuals is
found in the  companies'  respective  annual proxy  statements and in the merger
proxy  statement.  You  can  get  free  copies  of all  of  these  documents  at
www.sec.gov.