Filed by First Union Corporation

                                       Pursuant to Rule 425 under the Securities
                                       Act of 1933 and deemed filed pursuant to
                                       Rule 14a-12 under the Securities Exchange
                                       Act of 1934

                                       Subject Company: Wachovia Corporation
                                       Commission File No. 1-9021

                                       Date: April 30, 2001



         This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, (i) statements about the benefits of the merger between
First Union Corporation and Wachovia Corporation, including future financial and
operating results, cost savings, enhanced revenues, and accretion to reported
earnings that may be realized from the merger; (ii) statements with respect to
First Union's and Wachovia's plans, objectives, expectations and intentions and
other statements that are not historical facts; and (iii) other statements
identified by words such as "believes", "expects", "anticipates", "estimates",
"intends", "plans", "targets", "projects" and similar expressions. These
statements are based upon the current beliefs and expectations of First Union's
and Wachovia's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements.

         The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the risk that the businesses of First
Union and Wachovia 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 may not be fully realized or realized
within the expected time frame; (3) revenues following the merger may be lower
than expected; (4) deposit attrition, operating costs, customer loss and
business disruption following the merger, including, without limitation,
difficulties in maintaining relationships with employees, may be greater than
expected; (5) the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; (6) the failure of First Union's and Wachovia's
stockholders to approve the merger; (7) competitive pressures among depository
and other financial institutions may increase significantly and have an effect
on pricing, spending, third-party relationships and revenues; (8) the strength
of the United States economy in general and the strength of the local economies
in which the combined company will conduct 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 the combined company's loan portfolio and allowance for loan
losses; (9) changes in the U.S. and foreign legal and regulatory framework;  and
(10) 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  the  combined  company's  capital  markets  and  asset
management  activities.  Additional  factors that could cause First  Union's and
Wachovia's   results  to  differ   materially   from  those   described  in  the
forward-looking  statements can be found in First Union's and Wachovia's reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed  with the  Securities  and  Exchange  Commission  and
available  at the  SEC's  Internet  site  (http://www.sec.gov).  All  subsequent
written and oral forward-looking  statements concerning the proposed transaction
or other matters attributable to First Union or Wachovia or any person acting on
their  behalf  are  expressly  qualified  in their  entirety  by the  cautionary
statements  above.  First Union and Wachovia do not undertake any  obligation to
update any  forward-looking  statement to reflect  circumstances  or events that
occur after the date the forward-looking statements are made.

         The  proposed  transaction  will be  submitted  to  First  Union's  and
Wachovia's  stockholders for their consideration,  and, on April 26, 2001, First
Union  filed a  registration  statement  on Form S-4 with the SEC  containing  a
preliminary  joint proxy  statement/prospectus  of First Union and  Wachovia and
other relevant documents concerning the proposed  transaction.  Stockholders are
urged to read the definitive  joint proxy  statement/prospectus  when it becomes
available and any other  relevant  documents  filed with the SEC, as well as any
amendments  or  supplements  to  those  documents,  because  they  will  contain
important  information.  You  will  be  able  to  obtain  a  free  copy  of  the
registration  statement  and the joint  proxy  statement/prospectus,  as well as
other filings  containing  information  about First Union and  Wachovia,  at the
SEC's   Internet   site   (http://www.sec.gov).   Copies  of  the  joint   proxy
statement/prospectus  and the SEC filings that will be incorporated by reference
in the joint proxy statement/prospectus can also be obtained, without charge, by
directing a request to First Union, Investor Relations,  One First Union Center,
Charlotte,  North Carolina 28288-0206 (704-374-6782),  or to Wachovia,  Investor
Relations,   100  North  Main  Street,   Winston-Salem,   North  Carolina  27150
(888-492-6397).

         First Union and Wachovia,  and their respective directors and executive
officers may be deemed to be  participants  in the  solicitation of proxies from
the  stockholders  of First Union and  Wachovia in  connection  with the merger.
Information about the directors and executive  officers of First Union and their
ownership  of First  Union  common  stock is set  forth in First  Union's  proxy
statement on Schedule 14A, as filed with the SEC on March 13, 2001.  Information
about the directors and  executive  officers of Wachovia and their  ownership of
Wachovia  common stock is set forth in  Wachovia's  proxy  statement on Schedule
14A, as filed with the SEC on March 19, 2001. Additional  information  regarding
the interests of those  participants  may be obtained by reading the  definitive
joint proxy  statement/prospectus  regarding  the proposed  transaction  when it
becomes available.



THE FOLLOWING ARE PRESENTATION MATERIALS FOR A CONFERENCE HELD ON APRIL 30, 2001



[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                           Morgan Stanley Dean Witter
                         Financial Services Conference
- --------------------------------------------------------------------------------

                                  Bob P. Kelly
                            Chief Financial Officer

                                 April 30, 2001

 First Union Corporation
 First Quarter 2001 Financial Highlights
- --------------------------------------------------------------------------------
Versus Q4 2000

 o   Met market  expectations  for EPS of $.69 per share cash operating basis or
     $.62 per share operating basis

 o   Core businesses showed strength in a difficult market

 o   Reserves for loan losses increased by $37 million

 o   Charge-offs declined to .53% of loans from .64%

 o   Total NPAs rose 4%

 o   Sales reduced assets held for sale from the strategic repositioning to $689
     million from $4.3 billion

 o   Expense growth of 0%

[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                                       1

The New Wachovia
Strategic and Clearly Compelling
- --------------------------------------------------------------------------------
 o       Retail Bank -- #1 Retail Bank in East
         -    WB service and FTU distribution
         -    One less major in-market competitor
         -    3 year integration -- Best of both

 o   Brokerage/Wealth Mgmt. -- Distribution Powerhouse
         -    Adds 3.5 million customers
         -    Registered Reps/Branches: 1.5 vs .3

 o   Corporate and Investment Bank
         -    Focused on middle-market and RAROC
         -    WB: Great names, strong relations, cash management
         -    FTU:  Derivatives, high yield, M&A, securitization, etc.

[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                                       2

The New Wachovia
New Paradigm Value Creation
- --------------------------------------------------------------------------------
 o   Market for Market / Low premium

 o   Immediately accretive to all shareholders

 o   20% IRR

 o   Conservative, reasonable assumptions

         -    One time charge, revenue, & expenses

 o   Low risk: In-market and 3 year integration

 o   Minimal deposit divestitures

 o   Stronger reserves

 o   Above average capital ratios from closing

 o   $2.5 billion p.a. free capital generation

[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                                       3

Cautionary Statement
- --------------------------------------------------------------------------------
  This presentation contains forward-looking statements within the meaning of
  the Private Securities Litigation Reform Act of 1995, including, without
  limitation, (i) statements about the benefits of the merger between First
  Union Corporation and Wachovia Corporation, including future financial and
  operating results, cost savings, enhanced revenues, and accretion to reported
  earnings that may be realized from the merger; (ii) statements with respect to
  First Union's and Wachovia's plans, objectives, expectations and intentions
  and other statements that are not historical facts; and (iii) other statements
  identified by words such as "believes", "expects", "anticipates", "estimates",
  "intends", "plans", "targets", "projects" and similar expressions. These
  statements are based upon the current beliefs and expectations of First
  Union's and Wachovia's management and are subject to significant risks and
  uncertainties. Actual results may differ from those set forth in the
  forward-looking statements.

  The following factors, among others, could cause actual results to differ
  materially from the anticipated results or other expectations expressed in the
  forward-looking statements: (1) the risk that the businesses of First Union
  and Wachovia 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 may not be fully realized or
  realized within the expected time frame; (3) revenues following the merger may
  be lower than expected; (4) deposit attrition, operating costs, customer loss
  and business disruption following the merger, including, without limitation,
  difficulties in maintaining relationships with employees, may be greater than
  expected; (5) the ability to obtain governmental approvals of the merger on
  the proposed terms and schedule; (6) the failure of First Union's and
  Wachovia's stockholders to approve the merger; (7) competitive pressures among
  depository and other financial institutions may increase significantly and
  have an effect on pricing, spending, third-party relationships and revenues;
  (8) the strength of the United States economy in general and the strength of
  the local economies in which the combined company will conduct 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 the combined company's loan portfolio and allowance for loan losses;
  (9) changes in the U.S. and foreign legal and regulatory framework; and (10)
  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 the combined company's capital markets and asset
  management activities. Additional factors that could cause First Union's and
  Wachovia's results to differ materially from those described in the
  forward-looking statements can be found in First Union's and Wachovia's
  reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
  and Current Reports on Form 8-K) filed with the Securities and Exchange
  Commission and available at the SEC's Internet site (http://www.sec.gov). All
  subsequent written and oral forward-looking statements concerning the proposed
  transaction or other matters attributable to First Union or Wachovia or any
  person acting on their behalf are expressly qualified in their entirety by the
  cautionary statements above. First Union and Wachovia do not undertake any
  obligation to update any forward-looking statement to reflect circumstances or
  events that occur after the date the forward-looking statements are made.

[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                                       4

Additional Information
- --------------------------------------------------------------------------------
  The proposed transaction will be submitted to First Union's and Wachovia's
  stockholders for their consideration, and on April 26,2001 First Union filed a
  registration statement on Form S-4, containing a preliminary joint proxy
  statement/prospectus and other relevant documents concerning the proposed
  transaction with the SEC. Stockholders are urged to read the registration
  statement and the joint proxy statement/prospectus, as well as the definitive
  joint proxy statement/prospectus when it becomes available, and any other
  relevant documents filed with the SEC, and any amendments or supplements to
  those documents, because they will contain important information. You will be
  able to obtain a free copy of the joint proxy statement/prospectus, as well as
  other filings containing information about First Union and Wachovia, at the
  SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
  statement/prospectus and the SEC filings that will be incorporated by
  reference in the joint proxy statement/prospectus can also be obtained,
  without charge, by directing a request to First Union, Investor Relations, One
  First Union Center, Charlotte, North Carolina 28288-0206 (704-374-6782), or to
  Wachovia, Investor Relations, 100 North Main Street, Winston-Salem, North
  Carolina 27150 (888-492-6397).

  First Union and Wachovia, and their respective directors and executive
  officers may be deemed to be participants in the solicitation of proxies from
  the stockholders of First Union and Wachovia in connection with the merger.
  Information about the directors and executive officers of First Union and
  their ownership of First Union common stock is set forth in the proxy
  statement, dated March 13, 2001, for First Union's 2001 annual meeting of
  stockholders, as filed with the SEC on a Schedule 14A. Information about the
  directors and executive officers of Wachovia and their ownership of Wachovia
  common stock is set forth in the proxy statement, dated March 19, 2001, for
  Wachovia's 2001 annual meeting of stockholders, as filed with the SEC on a
  Schedule 14A. Additional information regarding the interests of those
  participants may be obtained by reading the definitive joint proxy
  statement/prospectus regarding the proposed transaction when it becomes
  available.


[FIRST UNION LOGO APPEARS HERE]                     [WACHOVIA LOGO APPEARS HERE]

                                       5