SunTrust 2001 Annual Report

2001 FORM 10-K/A
--------------------------------------------------------------------------------

Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 2001
Commission file number 1-8918

SunTrust Banks, Inc.

Incorporated in the State of Georgia
IRS Employer Identification Number 58-1575035
Address: 303 Peachtree Street, NE, Atlanta, GA 30308
Telephone: (404) 588-7711

Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00
par value, which is registered on the New York Stock Exchange.

     As of January 31, 2002, SunTrust had 287,253,875 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 2002 was approximately $17.5 billion.

     SunTrust (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.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

Documents Incorporated By Reference

Part III information is incorporated herein by reference, pursuant to
Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 2002 Annual
Shareholders' Meeting, which will be filed with the Commission by March 8, 2002.
Certain Part I and Part II information required by Form 10-K is incorporated by
reference from the SunTrust Annual Report to Shareholders as indicated below.
Except for parts of the SunTrust Annual Report to Shareholders expressly
incorporated herein by reference, this Annual Report is not to be deemed filed
with the Securities and Exchange Commission.



                                EXPLANATORY NOTE


This Form 10-K/A for the year ended  December  31, 2001 is being filed solely to
add Exhibit 99.  Exhibit 99 documents that SunTrust  Banks,  Inc. has received a
letter of assurance from Arthur Andersen LLP. The letter of assurance  indicates
that the December 31, 2001 audit was subject to their quality control system for
the U.S. accounting and auditing practices to provide reasonable  assurance that
the engagement was conducted in compliance  with  professional  standards,  that
there was  appropriate  continuity of Arthur Andersen  personnel  working on the
audit and  availability of national  office  consultation.  The  availability of
personnel  at foreign  affiliates  of Arthur  Andersen  was not  relevant to the
audit.




                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 9th day of April, 2002.

                                   SUNTRUST BANKS, INC.
                                   (Registrant)


                                   By: /s/ William P. O'Halloran
                                      ---------------------------------
                                   William P. O'Halloran
                                   Senior Vice President and Controller
                                     (Chief Accounting Officer)