424B3
                                                             File No. 33-57279


                     FIRST UNION CORPORATION


          Dividend Reinvestment and Stock Purchase Plan


                           Common Stock
                 (Par Value $3.33 1/3 Per Share)

      Effective with the June 15, 1995 Investment Date, the following 
      change to the Dividend Reinvestment and Stock Purchase Plan (the 
      "Plan") of First Union Corporation (the "Corporation") will become 
      effective:
      
      
      
      (Box appears here) The three percent discount on dividends reinvested 
      and optional cash payments will be changed to a one percent discount.
      
      
      
      You do not need to take any action to continue your participation in the 
      Plan.
      
      Please attach this Prospectus Supplement to your copy of the Dividend 
      Reinvestment and Stock Purchase Plan Prospectus dated December 8, 1993.
      
      If you would like a copy of the Prospectus or if you have any questions, 
      please contact our Transfer Agent and Dividend Reinvestment Plan       
      Administrator at 1-800-347-1246.
      
      
      
                       Prospectus Supplement dated May 12, 1995
                         to Prospectus dated December 8, 1993