EXHIBIT 23.1

                         INDEPENDENT AUDITORS' CONSENT


Board of Directors
First Union Corporation

   We consent to the use of our report, dated January 18, 2001 included in
First Union's Annual Report on Form 10-K for the year ended December 31, 2000,
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the Registration Statement (Amendment No. 2 to Form S-4).

/s/ KPMG LLP

Charlotte, North Carolina

June 15, 2001