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Correspondence Letter

 [SunTrust Letterhead]

 December 22, 2005

 VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Joyce A. Sweeney

Accounting Branch Chief

Re:

SunTrust Banks, Inc. (file no. 001-8918)

Form 10-K for the year ended December 31, 2004

Form 10-Q for the quarter ended March 31, 2005

Form 10-Q for the quarter ended June 30, 2005

Form 10-Q for the quarter ended September 30, 2005

 Dear
Ms. Sweeney:

 We have set forth below our responses to the comments of
the Securities and Exchange Commission (the “Commission”) staff (the “Staff”) in the letter from the Staff dated December 9, 2005, concerning the SunTrust Banks, Inc. (the “Company”) Form 10-K for the year ended
December 31, 2004, Form 10-Q for the quarter ended March 31, 2005, Form 10-Q for the quarter ended June 30, 2005 and Form 10-Q for the quarter ended September 30, 2005.

 For your convenience, we have listed the responses in the same order as the comments were
presented and have repeated each comment prior to the response.

 Form
10-K for the Fiscal Year Ended December 31, 2004

 Exhibit
13.1 - 2004 Annual Report

 Management’s Discussion, page 19

 Net Interest Income/Margin, page 26

Comment 1:

We note your disclosure on page 27 that the decline in rate of long-term debt was attributable to shortening the duration of debt through interest rate swaps. Please tell us and in
future filings disclose how you use interest rate swaps to shorten the duration of debt. Tell us how you account for this hedging relationship.

 SunTrust Banks, Inc.

 December 22, 2005

 Page 2

Response 1: In this context, duration does not refer solely to the term of a loan, but rather is a measure of the price sensitivity of an instrument to a change in yield. Duration is
influenced by four key factors: cash flow, time to maturity, coupon rate, and yield to maturity. Duration of 3.0 represents an expected price change of 3.0% for a 100 basis point change in interest rates. The 2004 Annual Report explained the meaning
of duration on Page 36 under the heading “Securities Available for Sale”. In future filings, we will explain the meaning of duration when it is referenced in Management’s Discussion and Analysis.

As part of the Company’s interest rate risk management, the Company uses receive fixed/pay variable rate swaps as fair value hedges of its fixed rate debt to manage its risk to lower
rates. In a lower rate environment, a receive fixed rate swap increases in value to offset the market value decline of a fixed rate debt position. The combined position produces a floating rate risk exposure, which has minimal price sensitivity or
duration.

As of December 31, 2004, SunTrust had $7.5 billion of fixed rate debt that had been converted to floating using interest rate swaps. The debt had a weighted average life of 8.3 years and
the weighted average fixed rate coupon was 5.84%. The weighted average receive fixed rate on the respective interest rate swaps was 4.29%. Therefore, the net interest rate exposure on the $7.5 billion of hedged debt was 3 month LIBOR + 1.55%. The
combined position reduced the interest rate price sensitivity of the fixed rate debt thereby shortening its duration.

All of the interest rate swaps hedging the Company’s long term fixed rate debt position as of December 31, 2004 were designated as fair value hedges and received either short cut
accounting treatment per paragraph 68 of SFAS 133 or long haul treatment. Please see our response to comment 6 for a complete explanation regarding our accounting for the hedging relationships under the short cut method.

 Allowance for Loan Losses, page
31

Comment 2:

We note your disclosure on page 32 that your new allowance for loan loss methodology implemented during 2004 is more granular than in prior periods. Please tell us and in future filings
disclose how this new methodology enhances your ability to determine the amount of your allowance for loan losses. Specifically describe how this impacted your allowance for loan losses at December 31, 2004.

Response 2:

The new allowance framework adopted during 2004 is more granular than in prior periods primarily due to two enhancements to the methodology. First, in 2004 the Company expanded the number of
general allowance loan pools from nine to seventeen, thereby supporting a more line of business specific (i.e., more granular) estimation of loss. Second, and of greater significance, was the Company’s full utilization in the 2004 allowance
framework of two-dimensional risk ratings to estimate expected loss at the instrument level, aggregated by general allowance loan

 SunTrust Banks, Inc.

 December 22, 2005

 Page 3

pool. This risk rating structure, with dimensions for probability of default and loss given default, derives 114 distinct expected loss factors available to each pool. The prior methodology
utilized a risk rating system with only eight grades. Through the use of this more precise grading system, the Company derives its estimation of loss to the most granular level (i.e., the individual loan level), thereby generating a more precise
estimation of each loan pool’s expected loss. We are not able to precisely quantify the impact of the new allowance framework on our allowance for loan losses at December 31, 2004 because we did not evaluate our loan losses under our prior
methodology as of December 31, 2004. However, the more granular process enabled us to identify incurred losses at a more line of business specific level thereby allowing us to more precisely allocate our allowance for loan losses by loan
type.

In future filings, we will provide additional disclosures related to the loan pools and internal risk rating system and how any enhancements impact our allowance for loan
losses.

Comment 3:

We note your disclosure on page 33 that the enhancements to the general allowance framework resulted in more losses being identifiable within the pool structure and by loan type. Please
tell us and in future filings disclose how these enhancements resulted in more losses being identifiable within the pool structure and how this impacted the amount of your general allowance at December 31, 2004.

Response 3:

The increase in loss estimations for the general allowance loan pools during 2004 was driven principally by an enhanced process for assessing environmental risks, such as economic,
concentration, administrative and foreign transfer risks. Prior to the adoption of the 2004 allowance framework, the Company assessed and disclosed the environmental risk component of its allowance separately from the general allowance ($564.9
million at December 31, 2003) and specific allowance ($28.6 million at December 31, 2003). As of year-end 2003, this environmental risk component, including a non-pool specific element for the margin of imprecision in data and analytics
inherent in most estimation processes, aggregated $348.4 million.

The 2004 allowance framework assessed these risks by considering the various environmental risk elements within the context of loss estimations for each individual general allowance loan
pool. As disclosed in 2004, this contributed to the increase in the general allowance and the reduction in the non-pool specific component (which previously included environmental risks).

Two other factors also contributed to the increase in general allowance loan pool loss estimations at December 31, 2004. The first contributor was the Company’s change in its 2004
allowance framework to a more granular and robust loss estimation methodology (as more fully described in comment 2). The second factor was the Company’s acquisition of National Commerce Financial Corporation (“NCF”), which naturally
led to an increase in the absolute level of estimated general allowance loan pool losses.

 SunTrust Banks, Inc.

 December 22, 2005

 Page 4

If there are further enhancements to the allowance framework that have a material impact on the various components of the allowance framework, we will provide adequate disclosures in future
filings of these changes and their impact.

 Table 23 - Reconciliation of
Non-GAAP Measures, page 58

Comment 4:

We note your disclosure here and in your Management’s Discussion of operating net income or earnings and operating diluted earnings per share. Please tell us how this presentation
is consistent with Item 10(e) of Regulation S-K. Refer to Questions 8 and 9 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

Response 4:

The Company historically has only excluded charges associated with significant merger activity when presenting operating earnings and operating earnings per share. These measures
disclosed in the 2004 Annual Report excluded merger related charges associated with the Company’s acquisition of NCF. These charges were specific and incremental to the integration of NCF and primarily related to systems conversions, project
management, and customer communications.

Our interpretation of Item 10(e) of Regulation S-K is that these disclosures are not prohibited, but rather that their inclusion is dependent upon satisfying the requirements of
Item 10(e). We believe our disclosures meet those requirements. In particular, we note that:

 1.      Net income and reported diluted earnings per share, which are the most directly comparable GAAP
measures, are more prominently presented throughout Management’s Discussion & Analysis.

 2.      We provided a tabular reconciliation of the non-GAAP measures to the most directly comparable GAAP
measures on pages 58 and 59 of the 2004 Annual Report.

 3.      We provided a statement disclosing why we believe the presentation of the non-GAAP measures provide
useful information to investors on page 19 of the 2004 Annual Report.

 4.      The Company does not use these Non-GAAP measures for any additional material purposes that require
disclosure under item 10(e)(1)(i)(D).

 SunTrust Banks, Inc.

 December 22, 2005

 Page 5

 5.      The Company has not incurred charges that were similar in nature and significance since the
acquisition of Crestar Financial Corporation (“Crestar”) in 1999. The Company did report merger related charges for its acquisition of Huntington Bancshares, Inc.’s Florida (“Huntington-Florida”) franchise in 2002, eleven
quarters prior to the acquisition of NCF. However, due to the size of the acquisitions (Huntington-Florida $4.7 billion in assets versus NCF $28.8 billion in assets), complexity of the businesses, volume of customers, length of integration periods
(five quarters for NCF versus one quarter for Huntington-Florida), and total integration costs ($120.5 million to date for NCF versus $16.0 million for Huntington-Florida), we do not view these charges to be similar in nature or significance. While
we cannot unequivocally state that we will not engage in an acquisition which would result in merger charges of a similar size and significance within the next two years, we believe that it is not reasonably likely that we would do so based on the
Company’s history of acquisitions of this magnitude (five years between Crestar and NCF).

We also believe our presentation of operating net income and operating diluted earnings per share excluding merger related charges is consistent with the guidance contained in Questions
8 and 9 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures (“FAQ”).

Question 8 of the FAQ addresses when a Non-GAAP financial measure may eliminate a recurring item, and Question 9 addresses when it is permissible to use Non-GAAP financial measures to
eliminate restructuring charges or other recurring items. We first note that we do not consider the merger charges relating to NCF to be recurring charges. Therefore, we do not believe they are the type of charges addressed by Questions 8
and 9, both of which appear to focus on recurring charges. As noted above, the Company has only had one merger charge since the 1999 acquisition of Crestar, and the merger charge related to NCF are one-time charges that will discontinue
after the fourth quarter of 2005. The following is a quarterly breakdown of the merger related expenses as disclosed in our 2004 Form 10-K and 2005 Form 10-Qs:

 Period

Amount

 4th Quarter, 2004

$
28.4 million

 1st Quarter, 2005

$
25.7 million

 2nd Quarter, 2005

$
54.3 million

 3rd Quarter, 2005

$
12.1 million

 4th Quarter Estimate, 2005

$
 6.0 million

However, we believe elimination of these items is consistent with the guidance in FAQ 8 and 9 even if these charges were viewed as recurring. Question 9 indicates that whether a Non-GAAP
financial measure may eliminate recurring

 SunTrust Banks, Inc.

 December 22, 2005

 Page 6

restructuring charges depends on all of the facts and circumstances of the situation. Question 9 further identifies the following as factors that are relevant in determining
whether a Non-GAAP financial measure may eliminate recurring restructuring charges: (1) whether there has been a past pattern of restructuring charges, (2) whether there is an articulated demonstration that such charges will
not continue, and (3) any special nature of the charges. We do not believe that the Company has a past pattern of restructuring charges given that it has only had one merger charge since the 1999 acquisition of
Crestar, and that charge was much smaller ($16 million) and incurred in a single quarter. The Company anticipates that the quarter ended December 31, 2005 will be the last quarter in which NCF-related merger charges will be
recorded (and thus that will be the last period for which we will present operating income excluding those charges). Finally, we believe the size of the NCF acquisition and the significant complexity and cost of the integration
of NCF, as well as the infrequency with which the Company has had significant merger costs, all indicate the special nature of these charges. Accordingly, we believe these facts and circumstances support the Company’s
conclusion (which is consistent with the guidance in Question 9) that it is useful for investors to be able to evaluate the Company’s performance both on the basis of GAAP measures and with measures that exclude these merger
charges. Question 8 of the FAQ likewise indicates that whether a Non-GAAP financial measure may eliminate a recurring item will depend on the facts and circumstances, noting that it is more likely that an item may be eliminated
if management reasonably believes that the items will disappear or become immaterial. For the same reasons noted above, including the fact that the NCF merger charges will discontinue or become immaterial after December 31, 2005, we
believe our current presentation is consistent with Question 8.

 Consolidated Financial
Statements

 Note 13 - Long-Term Debt, page 86

Comment 5:

We note your disclosure that you had notes payable to trusts formed to issue Trust Preferred Securities of $1.9 billion. Please provide us with your proposed disclosures you will use in
your December 31, 2005 Form 10-K financial statements to meet the requirements of Rule 3-10(b) of Regulation S-X.

Response 5:

We expect our disclosure to be as follows:

 Effective December 31, 2003, as a result of the adoption of FIN
46(R), the Company deconsolidated certain wholly-owned trusts which had been formed for the sole purpose of issuing trust preferred securities. The proceeds from the trust preferred securities issuances were invested in junior subordinated
debentures of the Parent Company or Bank Parent Company. The obligations of these debentures constitute a full and unconditional guarantee by the Parent Company or Bank Parent Company of the trust preferred securities. The junior subordinated
debentures held by the trust included in the Company’s long-term debt was $ TBD and $1.9 billion as of Decem