FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Dierker David F   2. Issuer Name and Ticker or Trading Symbol SUNTRUST BANKS INC [STI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Corp. EVP & Chief Adm. Off. (Last) (First) (Middle) 303 PEACHTREE STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/20/2005 (Street) ATLANTA, GA 30308 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 05/20/2005   M   4,710 A $ 33.66 6,106 D   Common Stock 05/20/2005   S   3,000 D $ 74.65 3,106 D   Common Stock 05/20/2005   S   190 D $ 74.68 2,916 D   Common Stock               574.678 I 401(k) (1) Common Stock               4,770 I Restricted Stock (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock Units (3)

(3)

(3)

(3)

Common Stock

269.5166

269.5166

D

Option (4)

$ 33.66

05/20/2005

M

4,710

11/18/1997

11/18/2006

Common Stock

4,710

$ 33.66

1,574

D

Option (4)

$ 37.28

01/23/1998

01/23/2007

Common Stock

1,536

1,536

D

Option (4)

$ 54.4

01/22/1999

01/22/2008

Common Stock

785

785

D

Option (4)

$ 54.39

01/22/1999

01/22/2008

Common Stock

1,231

1,231

D

Option (5)

$ 65.1875

12/31/2000

02/09/2009

Common Stock

1,000

1,000

D

Option (5)

$ 73.0625

11/09/2002

11/09/2009

Common Stock

1,900

1,900

D

Option (6)

$ 51.125

11/14/2003

11/14/2010

Common Stock

4,000

4,000

D

Option (6)

$ 64.57

11/13/2004

11/13/2011

Common Stock

3,500

3,500

D

Option (6)

$ 54.28

02/11/2006

02/11/2013

Common Stock

10,000

10,000

D

Option (6)

$ 73.19

02/10/2007

02/10/2014

Common Stock

4,000

4,000

D

Option (7)

$ 73.14

02/08/2008

02/08/2015

Common Stock

18,000

18,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dierker David F 303 PEACHTREE STREET ATLANTA, GA 30308			Corp. EVP & Chief Adm. Off.

Signatures

Kimberly N. Rhodes, Attorney-in-Fact for David F. Dierker		05/24/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	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.
(2)	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.
(3)	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.
(4)	Granted pursuant to a Crestar Financial Corporation plan.
(5)	Granted pursuant to the 1995 SunTrust Executive Stock Plan.
(6)	Granted pursuant to the SunTrust Banks, Inc. 2000 Stock Plan.
(7)	Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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