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. 333-59616

                                       Date: May 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
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 IS A TRANSCRIPT OF A VIDEO BROADCAST TO FIRST UNION EMPLOYEES



                      MAY 23, 2001
               "MERGER UPDATE WITH KEN THOMPSON"












[ THEME MUSIC ]
>>Ken:  HELLO, AND THANK YOU FOR JOINING ME TODAY ON SUCH SHORT NOTICE.
I WANT TO UPDATE THIS TEAM ON WHAT HAS PROGRESSED WITH OUR MERGER PLANS WITH
WACHOVIA.
I'M VERY PLEASED TO TELL YOU THAT THE WACHOVIA BOARD HAS REJECTED THE
UNSOLICITED, HOSTILE BID FROM SUNTRUST AND HAS REAFFIRMED ITS COMMITMENT TO
COMPLETING OUR HISTORIC MERGER OF EQUALS. THE FIRST UNION/WACHOVIA COMBINATION
IS CLEARLY SUPERIOR FOR CUSTOMERS, EMPLOYEES AND SHAREHOLDERS AND OUR MERGER
INTEGRATION PLANNING IS MOVING FORWARD AND IS ON TRACK.

BUD BAKER AND I KNEW VERY QUICKLY AS WE BEGAN TALKING ABOUT THE NEW WACHOVIA
THAT WE HAD SOMETHING SPECIAL HERE.
OUR BELIEF WAS STRENGTHENED FURTHER BY CHEMISTRY BETWEEN THE WACHOVIA AND FIRST
UNION TEAMS.

BUD AND I MET WITH MANY OF YOU OVER THE PAST MONTH, AND WE'RE DELIGHTED TO HEAR
YOUR EXCITEMENT AND ENTHUSIASM TO GET STARTED BUILDING THIS WONDERFUL COMPANY.

IN ADDITION, WE'RE IMPRESSED BY THE SWIFT PROGRESS THE TEAMS FROM BOTH COMPANIES
HAVE ALREADY MADE WORKING TOGETHER ON THE MERGER INTEGRATION PLANNING PROCESS.
WE'RE BUILDING THIS NEW COMPANY WITH AN INCREDIBLE TEAM.
OUR COMPANIES ARE TRUE PARTNERS.
WE HAVE GROWN UP TOGETHER, COMPETING SIDE BY SIDE.
BY JOINING TOGETHER NOW, WE WILL TRULY BE THE BEST.

LET ME REMIND YOU OF THE FINANCIAL SERVICES JUGGERNAUT WE WILL BECOME.
THE NEW WACHOVIA WILL HAVE THE NUMBER ONE DOMESTIC DEPOSIT SHARE ON THE EAST
COAST.
WE WILL INSTANTLY HAVE THE NUMBER ONE, TWO OR THREE MARKET SHARE IN JUST ABOUT
EVERY MARKET FROM THE SUBURBS OF NEW YORK CITY TO KEY WEST, FLORIDA.
WE WILL BE A DISTRIBUTION POWERHOUSE WITH TAILORED DELIVERY TO ALMOST 20 MILLION
CUSTOMERS IN 47 STATES.
WE WILL HAVE STRONG REVENUE GROWTH AND A FORTRESS BALANCE SHEET.



WE WILL OFFER THE MOST COMPETITIVE PRODUCTS AND THE HIGHEST LEVEL OF CUSTOMER
SERVICE EXCELLENCE IN THE INDUSTRY.
WITH OUR DIVERSE BUSINESS MIX AND GEOGRAPHIC REACH, THE NEW WACHOVIA WILL OFFER
TREMENDOUS CAREER OPPORTUNITIES FOR OUR 90,000 EMPLOYEES.
WE ARE TRULY BUILDING THE COMPANY OF THE FUTURE WITH ENDURING VALUE FOR
EMPLOYEES, SHAREHOLDERS, CUSTOMERS AND COMMUNITIES.

NOW, LET ME SHARE WITH YOU WHAT YOU CAN EXPECT OVER THE NEXT FEW WEEKS.
WE WILL CONTINUE OUR INTEGRATION AND TRANSITION PLANNING.
WE'RE WORKING THROUGH THE PROCESS OF BUSINESS UNIT REVIEWS, AND WE'LL ANNOUNCE
KEY LEADERSHIP DECISIONS AS SOON AS WE ARE ABLE.
WE INTEND TO CONSUMMATE OUR MERGER IN THE THIRD QUARTER AND ARE MOVING AHEAD
WITH THAT TIMEFRAME IN MIND.
WE ARE WELL ON THE ROAD TO BUILDING THE NEW WACHOVIA.
NOW, I'M SURE YOU WILL STILL HEAR NOISE OUT THERE.
SUNTRUST WILL CONTINUE TO ATTEMPT TO MAKE ITS CASE THROUGH THE MEDIA.
WE MAY STILL FACE POTENTIAL DISTRACTIONS AS WE MOVE FORWARD.
HOWEVER, LET'S KEEP OUR TOP PRIORITIES IN FRONT OF US.
WE MUST KEEP PROVIDING OUR CUSTOMERS WITH THE VERY BEST SERVICE, RUN THE
DAY-TO-DAY BUSINESS WITH EXPENSE CONTROL IN MIND AND DO A GREAT JOB OF GROWING
REVENUE.
PLEASE REACH OUT TO YOUR CUSTOMERS AND CONTINUE TO PROVIDE THEM WITH EXCELLENT
SERVICE.
PLEASE REACH OUT TO YOUR TEAMMATES AND, TOGETHER, ENSURE THAT WE STAY ON TRACK
WITH OUR COMMITMENTS.

BUD BAKER, WHO WILL BE CHAIRMAN OF THE NEW WACHOVIA, RECENTLY TOLD A GROUP OF
EMPLOYEES THAT VERY FEW PEOPLE GET THE OPPORTUNITY TO WORK ON SOMETHING TRULY
SPECTACULAR IN THEIR LIFETIME.
IT IS SOMETHING TO GRAB A HOLD OF AND SOMETHING YOU WANT TO BE A PART OF.
LET'S SEIZE THIS OPPORTUNITY.
WE ARE CREATING A TRULY NEW COMPANY.
ONE THAT WILL BE THE BEST OF THE BEST, AND THAT'S EXCITING.
OURS IS THE RIGHT COMBINATION FOR ALL STAKEHOLDERS.
THANK YOU FOR JOINING ME TODAY, AND THANK YOU FOR YOUR CONTINUED HARD WORK AND
DEDICATION.



THE FOLLOWING NEWS RELEASE ISSUED BY WACHOVIA CORPORATION WAS POSTED ON
FIRST UNION'S INTERNAL WEBSITE




                                                    [WACHOVIA LOGO APPEARS HERE]
- --------------------------------------------------------------------------------
News Announcement

                                                     Wachovia Corporation
                                                     Atlanta, GA  30383
                                                     Winston-Salem, NC  27150

     For Additional Information:
     Robert S. McCoy, Jr.
     Chief Financial Officer, 336-732-5926

     Marsha L. Smunt
     Investor Relations, 336-732-5788

     May 23, 2001


    Wachovia Board Calls on SunTrust to Abandon its Hostile Takeover Proposal
    -------------------------------------------------------------------------


         WINSTON-SALEM, N.C. - Wachovia Corporation (NYSE: WB) announced today
     that its board of directors has called on the board of SunTrust Banks Inc.
     to abandon its hostile takeover proposal. Calling SunTrust's effort
     expensive, time consuming and disruptive to customers and employees of both
     organizations, the Wachovia board noted that SunTrust lost $1.4 billion, or
     7.4 percent of its total shareholder value, on the day its unsolicited
     offer was announced.
              On April 16, 2001, Wachovia announced a merger of equals with
     First Union Corporation (NYSE: FTU). The Wachovia board has strongly
     reaffirmed its commitment to that merger.
              The text of the letter to SunTrust's board follows:

     May 22, 2001

     The Board of Directors
     SunTrust Banks, Inc.
     303 Peachtree Street, N.E.
     Atlanta, Georgia 30308

     Dear Members of the Board:

     We were disappointed to receive the unsolicited proposal from SunTrust that
     was delivered to the Wachovia board from Mr. Humann on May 14, 2001. Please
     be assured that our board of directors entered into the agreement with
     First Union after a careful review of all of Wachovia's strategic options,
     including the possibility of exploring further discussions with SunTrust.
     These options were thoroughly examined, and we remain confident in our
     chosen strategy. Indeed, SunTrust's recent negative advertisements, press
     strategy and hostile conduct further buttress our prior conclusions as to
     the incompatibility of SunTrust and Wachovia as merger partners.



     As we are sure you are aware, Wachovia's board has a long and thorough
     knowledge of your company. In the fall of 1997 and again in the late fall
     of 2000, extensive due diligence was undertaken by both organizations in a
     good faith effort to ascertain the long-term benefits to our shareholders
     of merging our organizations.

     In January of this year, Wachovia's board reviewed very carefully its
     strategic options, including yet again a review of a possible merger with
     SunTrust. With our knowledge of your organization and its operations, the
     financial considerations and other important issues we must consider in the
     exercise of our business judgment, the board concluded that a combination
     of our institutions would not be advantageous to Wachovia's shareholders.

     On April 15, the Wachovia board approved and entered into a merger
     agreement with First Union. The Wachovia board of directors met again today
     to review the unsolicited proposal you publicly announced last week to
     acquire Wachovia. After giving it careful and objective consideration and
     with the advice of our financial and legal advisors, our board once again
     strongly reaffirmed its commitment to our strategic merger with First
     Union.

     Our firmly held view is that a combination with SunTrust is simply the
     wrong transaction for Wachovia, its shareholders and other key
     constituencies. Our reasons for reaching this conclusion are set forth in
     greater detail in a letter we are sending to our shareholders (a copy of
     which is attached).

     We hope that you will respect our decision and ask that you abandon your
     current strategy. We acted in good faith last fall when we mutually
     explored a possible SunTrust/Wachovia transaction - a concept we have each
     explored on numerous occasions to no avail. We agreed with the decision to
     terminate discussions following the unanimous determination of our senior
     management team that a SunTrust transaction was not in Wachovia's best
     interests.

     A continuation of your current efforts is not in anyone's interest. The
     Wachovia board is committed to the First Union transaction, and we are
     confident that it will receive the support of our shareholders. Continued
     efforts on SunTrust's part will be expensive, time-consuming and disruptive
     to the customers and employees of both of our organizations and distracting
     to our respective management teams. SunTrust lost $1.4 billion, or 7.4
     percent of its total shareholder value, on the day of announcement. Further
     hostile actions will not serve SunTrust's or Wachovia's best interests.

     We sincerely urge you to respect our decision and to withdraw. We think we
     will both serve our shareholders, customers, employees and communities best
     by competing in the banking business.

     Sincerely,


     L. M. Baker, Jr., Chairman, President
         and Chief Executive Officer

         Wachovia Corporation, with dual headquarters in Atlanta and
     Winston-Salem, N.C., is a leading financial holding company serving
     regional, national and international markets. As of March 31, 2001,
     Wachovia had assets of $75.6 billion. Member companies offer consumer and
     commercial banking, bank card, asset and wealth management, capital markets
     and investment banking, community development finance, brokerage and
     insurance services. Wachovia Bank, N.A., the principal subsidiary, has
     nearly 650 offices and 1,350 ATMs primarily in Florida, Georgia, North
     Carolina, South Carolina and Virginia.



     This news release 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" 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
     such 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
     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. All
     subsequent written and oral forward-looking statements concerning the
     proposed transaction or other matters and attributable to First Union or
     Wachovia or any person acting on their behalf are expressly qualified in
     their entirety by the cautionary statements referenced 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.

     Additional Information:
     You are urged to read the definitive joint proxy statement/prospectus
     regarding the proposed merger between First Union and Wachovia when it
     becomes available, because it will contain important information. You may
     obtain a free copy of the preliminary joint proxy statement/prospectus
     filed as part of First Union's registration statement on Form S-4, and
     other filings containing information about First Union and Wachovia,
     including the definitive joint proxy statement/prospectus when it becomes
     available, 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
     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.