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: May 14, 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 Press Release was issued By First Union on May 14th, 2001

Monday                                                     Contact: Ginny Mackin
May 14, 2001                                                        704-383-3715

                                                                    Mary Eshet
                                                                    704-383-7777


                         FIRST UNION ANNOUNCES CONTINUED
                         -------------------------------
                          COMMITMENT TO WACHOVIA MERGER
                          -----------------------------



CHARLOTTE, NC - First Union announced today that SunTrust's announcement of a
hostile, unsolicited takeover proposal for Wachovia will not impact First
Union's intent to close its negotiated merger with Wachovia on the terms
previously agreed to by the two parties.

Chief Executive Officer, Ken Thompson, stated, "While we've known for some time
that SunTrust had an interest in Wachovia, First Union and Wachovia determined
that a strategic alignment between the two companies is in the best interest of
all shareholders. We have a binding legal agreement with Wachovia that we intend
to vigorously pursue to consummation. We plan to continue the constructive
merger integration dialogue which we've had over the past month and look forward
to completing our merger with Wachovia."

First Union (NYSE:FTU), with $253 billion in assets and stockholders' equity of
$16 billion at March 31, 2001, is a leading provider of financial services to 15
million retail and corporate customers throughout the East Coast and the nation.
The company operates full-service banking offices in11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states and
internationally. Online banking products and services can be accessed through
www.firstunion.com.

This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Factors that could cause
actual results to differ materially from those described in the forward-looking
statements can be found in 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 First Union
or any person acting on its behalf are expressly qualified in their entirety by
the cautionary statements referenced above. First Union does 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 with Wachovia 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 is a Memorandum Released to First Union Employees



                                                         Corporate Internal News



                                                          Interoffice Memorandum


Date:
May 14, 2001
From:
Ken Thompson, Chairman and CEO

To:
First Union Employees
Re:
Commitment to Wachovia Merger



I know that you have heard the news that SunTrust has launched a hostile bid for
our merger partner, Wachovia. Let me assure you that we remain committed to
completing a merger of equals with Wachovia. The First Union/Wachovia
combination creates formidable long-term and short-term value for shareholders,
customers, communities and employees.

Hostile bids in the banking industry have a terrible track record and are
clearly disruptive to everyone -- including shareholders and customers. The
transaction that Wachovia and First Union have agreed to, on the other hand, has
many compelling financial advantages for all its stakeholders: The earnings
capacity and growth potential for the combined First Union/Wachovia are strong.
In addition, the integration of our boards of directors and our senior
management, the compatibility of our business models and the alignment of our
strategic visions are key to the success of the company we are going to build
together. The fit between our two companies is great.

Please continue to focus on the work at hand and don't let this noise distract
you. The most important thing you as an individual can do is to be responsive to
your internal and external customers. We are moving forward with the process of
merger integration and will communicate decisions as they are made. In the
meantime, I am counting on you to continue your good work growing revenue,
managing expenses and serving customers.


Note:  The following notice is included to meet certain legal requirements:
In connection with the proposed transaction with Wachovia, 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.
Stockholders are urged to read the definitive joint proxy statement/prospectus
regarding the proposed transaction when it becomes available and any other
relevant documents filed with the SEC because they will contain important
information. You may obtain a free copy of the registration statement and the
joint proxy statement/prospectus, 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 can also be obtained, without charge, by directing a
request to First Union Corporation, Investor Relations, One First Union Center,
301 South College Street, Charlotte, NC 28288-0206, 704-374-6782, or to Wachovia
Corporation, Investor Relations, 100 North Main Street, Winston-Salem, NC 27150,
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, and will also be contained in the
definitive joint proxy statement/prospectus.