EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS

   We consent to the reference to our firm under the caption "Experts" in the
amended Registration Statement (Amendment No. 2 to Form S-4) and related
Prospectus of First Union Corporation for the registration of shares of its
common stock and to the incorporation by reference therein of our report dated
January 17, 2001, with respect to the consolidated financial statements of
Wachovia Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.

                                          Ernst & Young LLP

Winston-Salem, North Carolina

June 15, 2001