SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant                              [X]
Filed by a Party other than the Registrant           [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by Rule
    14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.

                              Wachovia Corporation
                (Name of Registrant as Specified in Its Charter)

                                       N/A
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of filing fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
         (1) Title of each class of securities to which transaction applies:
         (2) Aggregate number of securities to which transaction applies:
         (3) Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (set forth the amount on
             which the filing fee is calculated and state how it was
             determined):
         (4) Proposed maximum aggregate value of transaction:
         (5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting
    fee was paid previously. Identify the previous filing by registration
    statement number, or the form or schedule and the date of its filing.
         (1) Amount Previously Paid:
         (2) Form, Schedule or Registration Statement No.:
         (3) Filing Party:
         (4) Date Filed:

                              Date: April 23, 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
Wachovia Corporation and First Union 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" and similar expressions. These statements are
based upon the current beliefs and expectations of Wachovia's and First Union'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 Wachovia
and First Union 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 Wachovia's and First Union'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, brokerage and asset management activities.
Additional factors that could cause Wachovia's and First Union's results to
differ materially from those described in the forward-looking statements can be
found in Wachovia's and First Union'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 Wachovia or
First Union or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Wachovia and First Union 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 Wachovia's and First
Union's stockholders for their consideration, and Wachovia and First Union 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 Wachovia and First Union, 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 Wachovia, Investor Relations, Marsha Smunt (336-732-5788) or to First
Union, Investor Relations, One First Union Center, Charlotte, North Carolina
28288-0206 (704-374-6782).

         Wachovia and First Union, and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Wachovia and First Union in connection with the merger.
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. 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.
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.



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Most mergers mean bigger.
This one means better.

You may have read about the proposed merger of our two banks--Wachovia and First
Union. We want to tell our customers and employees why we sought this
partnership.

In corporate terms our two companies have a shared vision, shared values and a
shared passion for building customer relationships.

In less lofty terms, here's what we want to achieve.

First, better service for our 19 million customers with expanded investment
opportunities for clients, more financial products and services for families,
and significant capital for commercial enterprises and corporate customers.

We want greater opportunities for our employees to grow and excel.

We want to offer a better choice to new customers in the growing 12-state region
in the eastern United States that we call home.

Wachovia and First Union, each with a long heritage of service to our customers
and our region, have come together with common viewpoints about customers, the
communities where we live and work, and all the stakeholders who share our
success.

The name of the merged organization will be Wachovia--a name familiar in
American financial services since 1879. For more details about the new company,
visit wachovia.com or firstunion.com.

If you're a customer of either Wachovia or First Union, we thank you for
trusting us to provide financial solutions. We invite you to benefit from the
strengths of our merged organization. We look forward to continuing to meet your
financial needs and think you'll be pleased as the benefits of this proposed
merger become apparent in coming months.

If you aren't yet a customer, we invite you to become one. We'd be pleased to
extend a full range of financial services to you. Our size means strength,
stability and dependability. Our commitment is to find more and better ways to
provide the financial services you need.

/s/ L.M. Baker Jr.                           /s/ G. Kennedy Thompson
L.M. Baker Jr.                               G. Kennedy Thompson
Chairman, President and CEO                  Chairman, President and CEO
Wachovia                                     First Union
[WACHOVIA LOGO APPEARS HERE]                 [FIRST UNION LOGO APPEARS HERE]
- --------------------------------------------------------------------------------

Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available, because it will contain
important information. Stockholders 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, without charge, 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 also can be obtained, without charge, by
directing a request to First Union, Investor Relations, 704-374-6782, or to
Wachovia, Investor Relations, 888-492-6397. Information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interest, by security holdings or otherwise, is contained in the
materials filed with the SEC by each of First Union and Wachovia on April 16,
2001. (c)Wachovia Corporation (c)2001 First Union Corp.