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                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the Quarterly Period Ended March 31, 2002
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                          Commission File Number 1-8918

                              SunTrust Banks, Inc.
             (Exact name of registrant as specified in its charter)

             Georgia                                        58-1575035
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes X No
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At April 30, 2002, 286,230,736 shares of the Registrant's Common Stock, $1.00
par value were outstanding.


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                                EXPLANATORY NOTE

We are filing this amendment to update the number of outstanding shares
shown on the front cover of our Form 10-Q. This number was incorrectly
shown on our original filing.

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                                   SIGNATURES

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 this 16th day of May, 2002.

                              SunTrust Banks, Inc.
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                                  (Registrant)


                            /S/ William P. O'Halloran
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                              William P. O'Halloran
                      Senior Vice President and Controller
                           (Chief Accounting Officer)

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