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 18, 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 First Union and Wachovia
will file a registration statement, a 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 regarding the proposed transaction 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 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
joint proxy statement/prospectus regarding the proposed transaction when it
becomes available.

    *************************************************************************

THE FOLLOWING IS A TRANSCRIPT OF A VIDEO BROADCAST TO FIRST UNION EMPLOYEES



                  "FIRST UNION TODAY"
                 AIRING APRIL 18, 2001
                       8:30 A.M.







[ CC ]
[ THEME MUSIC ]
>>> HELLO, EVERYONE.
BY NOW, I'M SURE YOU HEARD ABOUT OUR MERGER WITH WACHOVIA.
IN THIS SPECIAL BROADCAST, WE WANTED TO SHARE WITH YOU THE LATEST INFORMATION
ABOUT THE PLANNED MERGER, SHOW HIGHLIGHTS FROM MONDAY'S ANALYST PRESENTATION AND
UPDATE YOU ON THE ANALYSTS' AND MEDIA'S REACTION TO THE DEAL.
THE MERGER WAS  ANNOUNCED  WITH A PRESS  RELEASE TO THE NEWS MEDIA AND A SPECIAL
BROADCAST BY KEN THOMPSON FOR  EMPLOYEES.
FIRST, A RECAP OF THE DETAILS OF THE MERGER.
FIRST UNION AND WACHOVIA WILL COMBINE TO CREATE THE FOURTH LARGEST BANKING
COMPANY IN THE NATION, WITH $324 BILLION IN ASSETS AND 19 MILLION CUSTOMERS.
THE NEW WACHOVIA WILL BE THE NUMBER ONE BANK ON THE EAST COAST AND HAVE THE
NUMBER ONE SPOT IN DEPOSIT SHARE IN VIRGINIA, NORTH CAROLINA, SOUTH CAROLINA AND
GEORGIA.
IN THE U.S., THE COMBINED COMPANY WILL BE SECOND IN DEPOSIT SHARE.
WE WILL HAVE ALMOST 2,900 BRANCHES, MORE THAN 5,100 ATMs, AND WE'LL BE THE
SECOND LARGEST BANK-OWNED BROKER DEALER NETWORK WITH MORE THAN 8,300 REGISTERED
REPRESENTATIVES.
KEN THOMPSON WILL BE PRESIDENT AND CEO OF THE COMBINED COMPANY, AND BUD BAKER,
WACHOVIA'S CHAIRMAN AND CEO, WILL ASSUME THE ROLE OF CHAIRMAN IN THE COMBINED
COMPANY. THE HEADQUARTERS WILL BE IN CHARLOTTE AND THE NAME WILL BE WACHOVIA.
THE SENIOR LEADERS WILL COME FROM BOTH COMPANIES, WITH FIRST UNION'S BOB KELLY
HEADING FINANCE, BEN JENKINS OVER THE GENERAL BANK, DON McMULLEN OVER BROKERAGE
AND MUTUAL FUNDS, MARK TREANOR, HEADING LEGAL, BARNES HAUPTFUHRER AND STEVE
CUMMINGS OVER CORPORATE AND INVESTMENT BANKING, AND DAVID CARROLL OVER
E-CHANNELS. FROM WACHOVIA, WE'LL HAVE STAN KELLY OVER WEALTH MANAGEMENT, JEAN
DAVIS OVER OPERATIONS AND INFORMATION TECHNOLOGY, DON TRUSLOW OVER RISK
MANAGEMENT AND PAUL GEORGE HEADING UP HUMAN RESOURCES. (SCREEN OPEN FOR
GRAPHICS)
>>> PEOPLE FROM BOTH COMPANIES ARE MEETING TODAY TO BEGIN THE INTEGRATION
PLANNING.
THEY WILL BE COMMUNICATING WITH EVERYONE WHAT STEPS NEED TO BE



TAKEN AND WHEN.
NOW, HERE'S SOME BACKGROUND ON OUR PARTNER.
WACHOVIA, HEADQUARTERED IN WINSTON-SALEM, NORTH CAROLINA, AND ATLANTA, GEORGIA,
HAS A VERY STRONG RETAIL BANK IN FLORIDA, GEORGIA, NORTH CAROLINA, SOUTH
CAROLINA, AND VIRGINIA. IT IS LEGENDARY FOR ITS CUSTOMER SERVICE AND
RELATIONSHIP APPROACH TO CUSTOMERS.
IN ADDITION, IT HAS A VERY SUCCESSFUL WEALTH MANAGEMENT BUSINESS AND IS
NATIONALLY KNOWN FOR ITS CASH MANAGEMENT PRODUCTS. ACCORDING TO KEN THOMPSON,
THE COMBINATION WILL CREATE ONE OF THE COUNTRY'S LARGEST AND, MORE IMPORTANTLY,
STRONGEST FINANCIAL SERVICES COMPANIES.
AS EXPECTED, THERE HAS BEEN QUITE A BIT OF NATIONAL AND REGIONAL MEDIA COVERAGE
ON THE MERGER.
CORPORATE COMMUNICATIONS PROVIDES AN UPDATE ON THE COVERAGE.
>> MEDIA COVERAGE HAS BEEN PROMINENT FOR THIS MERGER.
JUST IN FIRST UNION AT CORPORATE COMMUNICATIONS, WE RESPONDED TO WELL OVER 100
MEDIA CALLS ON MONDAY, AND OF COURSE, THEY WERE FIELDING A SIMILAR NUMBER OF
CALLS AT WACHOVIA.
BUD BAKER AND KEN THOMPSON WERE ABLE TO SPEAK DIRECTLY WITH SEVERAL MEDIA
OUTLETS AND INCLUDING NATIONAL MEDIA AND KEY NEWSPAPERS IN CHARLOTTE,
WINSTON-SALEM AND OTHER REGIONAL PAPERS. I THINK THAT WAS IMPORTANT IN GETTING
ACROSS OUR MESSAGES WITH THIS MERGER.
WE COULD SEE IT REFLECTED IN THE COVERAGE.
THE COVERAGE SAID IT WAS A STRONG COMBINATION.
REFLECTED THAT OUR TRANSITION PERIOD WILL BE PACED TO BE FOCUSED ON CUSTOMERS
AND REFLECTED THAT OUR TWO COMPANIES HAVE A COMMON VISION IN STRATEGY THAT WILL
MAKE THIS MERGER JUST A GREAT COMBINATION. THE A.P. STORY RAN IN A LOT OF
REGIONAL NEWSPAPERS, SO A LOT OF EMPLOYEES WHO READ THEIR NEWSPAPERS, BASICALLY,
HAD THE SAME STORY CUSTOMIZED FOR THEIR CITY.
OVERALL, A BUSY AND VERY BALANCED MEDIA DAY FOR US.
>> THE COVERAGE ON THE MERGER FROM FINANCIAL ANALYSTS HAS BEEN EXTENSIVE.
ON CNBC MONDAY, GEORGE BICHER, AN ANALYST WITH DEUTSCHE BANC, TALKED ABOUT THE
DEAL BEING SOUND FROM A FINANCIAL POINT OF VIEW AND HE SAID, "FIRST UNION ISN'T
DOING THIS FOR SIZE. THEY'RE DOING IT BECAUSE IT'S FINANCIALLY REWARDING AND
BECAUSE, STRATEGICALLY, IT MAKES SENSE."
KATE BLECHER, WITH SANDER O'NEIL, HAD THIS TO SAY ABOUT THE COMBINED COMPANIES
DISTRIBUTION AND NETWORK. "THAT WILL HELP FIRST UNION SOLIDIFY THEIR POSITION IN
THE SOUTHEAST AND ON THE EAST COAST IN GENERAL."
OF COURSE, NOT ALL THE COMMENTS ARE POSITIVE, AND SOME ANALYSTS ARE TAKING A
WAIT-AND-SEE ATTITUDE TOWARD THE MERGER.
ONE ANALYST OF JENNY MONTGOMERY SCOTT SAID, BOTH FIRST UNION AND WACHOVIA HAVE
STRATEGIC CHALLENGES YET TO MEND AS WELL AS INTEGRATION RISKS.
JEFF RICHARDSON WITH FIRST UNION'S INVESTOR RELATIONS GIVES US HIS ASSESSMENT OF
THE REACTION IN THE INVESTOR COMMUNITY.
>> I'D SAY THAT THE INVESTOR REACTION HAS BEEN PRETTY GOOD.
IF YOU LOOK AT A STOCK PRICE, DURING MOST MERGERS, THE STOCK THAT'S SURVIVING,
WHICH IS FIRST UNION'S HERE, TAKES A HIT, AND OUR STOCK WAS DOWN YESTERDAY, BUT
ONLY 2% ON A DAY THAT THE MAJOR BANK INDEX WAS DOWN 1%.
THINGS WENT WELL FOR US ON THAT FRONT.
IN TERMS OF MORE QUALITATIVE RECEPTION, THE REACTION HAS BEEN GOOD.
IT'S PROBABLY SAFE TO SAY THAT THIS WAS A BIT OF A SURPRISE TO MANY ANALYSTS,
AND SOME WOULD HAVE PREFERRED THAT WE WAIT A FEW MORE QUARTERS FOR SOMETHING
LIKE THIS, BUT ALMOST EVERYONE AGREES IT WAS A WELL STRUCTURED AND ECONOMICALLY
SOUND DEAL.



OVERALL, I GUESS A THIRD OF THE ANALYSTS LIKED THE DEAL.
A THIRD PROBABLY DON'T LIKE IT SO MUCH, BUT PROBABLY DUE TO THE TIMING, AND
THERE'S A THIRD THAT THINK THE DEAL MAKES SENSE, BUT THEY WILL BE WATCHING
CAREFULLY TO SEE THAT WE EXECUTE ON THE INTEGRATION.
>> MANY CONCERNS FROM ANALYSTS WERE ADDRESSED IN THE PRESENTATION THAT FIRST
UNION AND WACHOVIA MADE TO ANALYSTS ON MONDAY.
MORE THAN 100 ANALYSTS AND INSTITUTIONAL INVESTORS ATTENDED THE PRESENTATION IN
PERSON, AND MORE THAN 1,000 PARTICIPANTS LISTENED BY PHONE.
DAVID CARROLL ATTENDED THE PRESENTATION AND GIVES HIS THOUGHTS ON HOW THE
MEETING WENT.
>> I THOUGHT IT WENT WELL.
THE CHEMISTRY IS GREAT.
I THINK IT WAS GENUINE.
IT REFLECTED A LOT OF THE WORK THAT OCCURRED OVER THE PAST 10 DAYS.
THESE ARE TWO WELL-DRILLED TEAMS.
I THINK IN A SHORT PERIOD OF TIME THAT PASSED, WE'VE ACCOMPLISHED A LOT.
JUST THE OVERALL CHEMISTRY, I THOUGHT WAS GREAT.
THERE WEREN'T AS MANY HARD QUESTIONS AS I THOUGHT WE WOULD GET.
HOPEFULLY, THAT MEANS THE PRESENTATION ANSWERED THE QUESTIONS AHEAD OF TIME.
>> THE AUDIO FROM THAT ANALYST MEETING WAS BROADCAST LIVE OVER FIRST NET ON
MONDAY.
FOR THOSE WHO MAY HAVE MISSED IT, HERE ARE HIGHLIGHTS FROM THAT MEETING.
[REPLAYS FROM THE APRIL 16 ANALYST CONFERENCE, WHICH WAS PREVIOUSLY FILED, WERE
SHOWN]
WE'LL CONTINUE TO BRING YOU THE LATEST UPDATES ON THE MERGER. IN THE MEANTIME,
YOUR MANAGER CAN PROVIDE ADDITIONAL DETAIL ON THE MERGER, AND WE WILL HAVE A
SPECIAL IN-DEPTH BROADCAST WITH KEN THOMPSON AT A LATER DATE. THANKS FOR
WATCHING.