8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) March 31, 2003
                                                          --------------

                              Wachovia Corporation
                              --------------------
             (Exact name of registrant as specified in its charter)

        North Carolina              1-10000                   56-0898180
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(State or other jurisdiction      (Commission               (IRS Employer
       of incorporation)          File Number)            Identification No.)

          One Wachovia Center
        Charlotte, North Carolina                             28288-0013
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(Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (704) 374-6565
                                                           ---------------


         (Former name or former address, if changed since last report.)




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

         99       The News Release (as defined below).

ITEM 9. REGULATION FD DISCLOSURE.

         The following information is being furnished under Item 9:  On March
31, 2003, in connection with the issuance of the News Release, Wachovia
Corporation ("Wachovia") will hold a conference call/webcast to discuss the News
Release.

         The following information is being filed under Item 12: On March 31,
2003, Wachovia issued a news release (the "News Release"). The News Release is
attached as Exhibit 99 to this report and is incorporated into this Item 12 by
reference.

         The News Release contains a description of Wachovia's earnings per
share excluding merger-related and restructuring charges related to the
September 2001 merger between First Union Corporation and the former Wachovia
Corporation. Management believes that such financial measure provides useful
information to investors because it provides information about Wachovia's
financial performance from its ongoing business operations. The merger-related
and restructuring charges are non-recurring expenses, principally related to
systems conversion, occupancy and equipment, advertising and employee
termination costs, net of non-recurring gains, principally related to gains from
the sale of divested branches.

                                      * * *

         This Current Report on Form 8-K (including information included or
incorporated by reference herein) may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
relating to the benefits of the merger between the former Wachovia Corporation
("Legacy Wachovia") and Wachovia completed on September 1, 2001 (the "Merger"),
including future financial and operating results, cost savings, enhanced
revenues and the accretion to reported earnings that may be realized from the
Merger, (ii) statements relating to the benefits of the proposed retail
securities brokerage combination transaction between Wachovia and Prudential
Financial, Inc. (the "Brokerage Transaction"), including future financial and
operating results, cost savings, enhanced revenues and the accretion of reported
earnings that may be realized from the Brokerage Transaction, (iii) statements
regarding certain of Wachovia's goals and expectations with respect to earnings,
earnings per share, revenue, expenses and the growth rate in such items, as well
as other measures of economic performance, including statements relating to
estimates of credit quality trends, and (iv) statements preceded by, followed by
or that include the words "may", "could", "should", "would", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "projects", "outlook" or
similar expressions. These statements are based upon the current beliefs and
expectations of Wachovia's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond Wachovia's control).

         The following factors, among others, could cause Wachovia's financial
performance to differ materially from that expressed in such forward-looking
statements: (1) the risk that the businesses of Wachovia and Legacy Wachovia in
connection with the Merger or the

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Brokerage Transaction will not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected; (2) expected
revenue synergies and cost savings from the Merger or the Brokerage Transaction
may not be fully realized or realized within the expected time frame; (3)
revenues following the Merger or the Brokerage Transaction may be lower than
expected; (4) deposit attrition, operating costs, customer loss and business
disruption following the Merger or the Brokerage Transaction, including, without
limitation, difficulties in maintaining relationships with employees, may be
greater than expected; (5) the strength of the United States economy in general
and the strength of the local economies in which Wachovia conducts operations
may be different than expected resulting in, among other things, a deterioration
in credit quality or a reduced demand for credit, including the resultant effect
on Wachovia's loan portfolio and allowance for loan losses; (6) the effects of,
and changes in, trade, monetary and fiscal policies and laws, including interest
rate policies of the Board of Governors of the Federal Reserve System; (7)
inflation, interest rate, market and monetary fluctuations; (8) adverse
conditions in the stock market, the public debt market and other capital markets
(including changes in interest rate conditions) and the impact of such
conditions on Wachovia's capital markets and capital management activities,
including, without limitation, Wachovia's mergers and acquisition advisory
business, equity and debt underwriting activities, private equity investment
activities, derivative securities activities, investment and wealth management
advisory businesses, and brokerage activities; (9) the timely development of
competitive new products and services by Wachovia and the acceptance of these
products and services by new and existing customers; (10) the willingness of
customers to accept third party products marketed by Wachovia; (11) the
willingness of customers to substitute competitors' products and services for
Wachovia's products and services and vice versa; (12) the impact of changes in
financial services' laws and regulations (including laws concerning taxes,
banking, securities and insurance); (13) technological changes; (14) changes in
consumer spending and saving habits; (15) the effect of corporate
restructurings, acquisitions and/or dispositions, including, without limitation,
the Merger and the Brokerage Transaction, and the actual restructuring and other
charges related thereto, and the failure to achieve the expected revenue growth
and/or expense savings from such corporate restructurings, acquisitions and/or
dispositions; (16) the growth and profitability of Wachovia's noninterest or fee
income being less than expected; (17) unanticipated regulatory or judicial
proceedings or rulings; (18) the impact of changes in accounting principles;
(19) adverse changes in financial performance and/or condition of Wachovia's
borrowers which could impact repayment of such borrowers' outstanding loans;
(20) the impact on Wachovia's businesses, as well as on the risks set forth
above, of various domestic or international military or terrorist activities or
conflicts; and (21) Wachovia's success at managing the risks involved in the
foregoing.

         Wachovia cautions that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements concerning Wachovia
or other matters and attributable to Wachovia or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements above.
Wachovia does not undertake any obligation to update any forward-looking
statement, whether written or oral, relating to the matters discussed in this
Current Report on Form 8-K.

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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 hereunto duly authorized.



                                    WACHOVIA CORPORATION


Date: March 31, 2003                By:  /s/ Robert P. Kelly
                                         ---------------------------------------
                                         Name:   Robert P. Kelly
                                         Title:  Senior Executive Vice President
                                                 and Chief Financial Officer




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                                  EXHIBIT INDEX


         Exhibit No.                                 Description
         -----------                                 -----------

         99                                          The News Release.






                                       5

EX-99

CONTACTS:
Mary Eshet 704-383-7777
Christy Phillips 704-383-8178
                                                                 [WACHOVIA Logo]
INVESTOR CONTACTS:
Alice Lehman 704-374-4139
Ellen Taylor 704-383-1381

PRESS RELEASE MARCH 31, 2003

       WACHOVIA CORPORATION ANNOUNCES FIRST QUARTER EARNINGS EXPECTATIONS
                    AND HIGHLIGHTS INFORMATION IN 10-K FILING

CHARLOTTE, N.C. - Wachovia Corporation (NYSE: WB) today announced that its 2003
first quarter earnings per share are expected to be $0.72 to $0.74 per share,
including approximately $0.04 per share of merger-related and restructuring
charges. Excluding merger-related and restructuring charges, earnings are
expected to be $0.76 to $0.78 per share, which exceeds the current First Call
consensus estimate for Wachovia (which also excludes these charges) of $0.72 per
share. Wachovia announced that it expects to grow earnings per share 10 percent
or more in 2003, excluding merger-related and restructuring charges, from $2.77
per share in 2002. Wachovia earned $2.60 per share in 2002, including $0.17 per
share of merger-related and restructuring charges. Due to the pending retail
brokerage combination transaction with Prudential Securities, Inc., and the
timing of that transaction's consummation, Wachovia is currently unable to
estimate the total amount of its 2003 merger-related and restructuring charges
and therefore cannot estimate 2003 earnings per share growth including those
charges.

Wachovia also announced that as a result of lower than expected integration
costs, it now expects total merger-related and restructuring charges in
connection with the First Union-Wachovia merger to be $110 million to $125
million less than the $1.525 billion previously estimated.

Based on preliminary data, Wachovia has experienced solid growth in revenue in
the first quarter, with particular strength in trading. Continued strong expense
control, coupled with stable credit trends, will also contribute to the first
quarter earnings growth. Earnings per share will also benefit from a reduction
in fully diluted shares outstanding as a result of previously disclosed share
repurchases. Ken Thompson, Wachovia's Chairman and CEO, stated, "Although
general economic conditions remain weak, our focused customer approach and the
benefits of the First Union-Wachovia merger have enabled us to produce
better-than-expected results. We're pleased with our performance in the first
quarter and we're optimistic about the remainder of 2003. We will, of course,
provide complete details of our first quarter results in our regular earnings
release on April 16th."

Wachovia also noted that, as described in its Annual Report on Form 10-K, the
SEC is conducting an investigation into stock purchases of legacy First Union
and legacy Wachovia common stock from 1996-2001, with a particular focus on
purchases following the April 2001 merger announcement. Wachovia believes all
purchases by the legacy companies were in compliance with law, and they were
made in accordance with the advice of leading U.S. securities law firms. The
investigation does not pertain to the integrity or accuracy of Wachovia's
financial reporting or financial statements and it does not pertain to insider
trading. Wachovia is cooperating fully with the SEC in the investigation. The
SEC has not accused either legacy company or any employee of either company of
wrongdoing and Wachovia does not believe the investigation will have a material
adverse impact on its financial condition or results of operations.




Wachovia will hold a conference call at 9 a.m. today to discuss its first
quarter earnings expectations as well as its 10-K that was filed today with the
SEC.




Wachovia Corporation (NYSE:WB), created through the September 1, 2001, merger of
First Union and Wachovia, had assets of $342 billion and stockholders' equity of
$32 billion at December 31, 2002. Wachovia is a leading provider of financial
services to retail, brokerage and corporate customers throughout the East Coast
and the nation. The company operates full-service banking offices under the
First Union and Wachovia names in 11 East Coast states and Washington, D.C., and
offers full-service brokerage with offices in 48 of the 50 states. Global
services are provided through more than 30 international offices. Online banking
and brokerage products and services are available through wachovia.com.


CONFERENCE CALL


Wachovia CEO Ken Thompson and CFO Bob Kelly will discuss Wachovia's first
quarter 2003 results, 2003 outlook and Wachovia's 10-K filing in a conference
call and audio webcast beginning at 9 a.m. Eastern Time today.


WEBCAST INSTRUCTIONS: To gain access to the webcast, which will be
"listen-only," go to wachovia.com/investor and click on the link "Wachovia
Earnings Expectations/10K Audio Webcast." In order to listen to the webcast, you
will need to download either Real Player or Media Player.


TELECONFERENCE INSTRUCTIONS: The telephone number for the conference call is
1-800-947-6452. You will be asked to tell the answering coordinator your name
and the name of your firm. Mention the conference Access Code: Thompson.


REPLAY: March 31 at 11 a.m. through April 15 at 5 p.m. Replay telephone number
is 1-402-998-0867.


                                       ***


This news release may contain various forward-looking statements. A discussion
of various factors that could cause Wachovia Corporation's actual results to
differ materially from those expressed in such forward-looking statements is
included in Wachovia's filings with the Securities and Exchange Commission,
including its 2002 Annual Report on Form 10-K and Current Report on Form 8-K
dated March 31, 2003.