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: May 29, 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
Wachovia's and First Union'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 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 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 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 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 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 Wachovia and First Union 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 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, 100 North Main Street, Winston-Salem,
North Carolina 27150 (888-492-6397), 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 Wachovia's proxy statement on
Schedule 14A, as filed with the SEC on March 19, 2001. 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. 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.

         ADVERTISEMENT INCLUDED IN SEVERAL LOCAL NEWSPAPERS THROUGHOUT
         WACHOVIA CORPORATION'S PRIMARY SERVICE REGION

         JOINT PRESS RELEASE ANNOUNCING DATE OF WACHOVIA AND FIRST UNION
         SHAREHOLDERS' MEETINGS

ADVERTISEMENT INCLUDED IN SEVERAL LOCAL NEWSPAPERS THROUGHOUT WACHOVIA
CORPORATION'S PRIMARY SERVICE REGION

An open letter on the Wachovia-First Union merger.

Last week, the Wachovia board of directors reaffirmed its commitment to merge
with First Union. We are confident that our vision for the new Wachovia is
clearly the right choice for our shareholders, customers, employees, and the
communities we serve.

Our merger of equals will truly create a new company unlike any other in
financial services today. The new Wachovia will provide outstanding benefits for
everyone involved:

o Shareholders-immediate higher earnings and accelerated future growth.
o Individual customers and business clients -a strong relationship focus and an
  expanded range of products and services to meet our customers' needs.
o Employees-a combination of talent that is the "best of the best," and career
  opportunities provided by the nation's fourth- largest financial services
  company.
o Communities-an outstanding corporate citizen up and down the East Coast, with
  strong commitments to local civic causes and community initiatives.


Since April 16, when First Union and Wachovia announced their intention to
combine, hundreds of people from both companies have come together to blend the
best of our systems, processes, and cultures to create the financial services
model of the future. These teams are making great progress and are creating
effective, exciting solutions with a strong spirit of teamwork and partnership.
The new Wachovia is coming together with a shared vision of a new company-one
that combines exceptional talent, competitive products, and the highest levels
of customer service.

Together we move forward, confident in our vision and gratified by the support
and encouragement of our stakeholders. Our priorities are clear -staying keenly
focused on serving our customers, and moving ahead to build the new Wachovia. We
are honored to have this opportunity. We are confident we will succeed.



L.M. Baker Jr.                              Ken Thompson
Chairman, President and CEO                 Chairman, President and CEO
Wachovia                                    First Union

In connection with the proposed transaction with Wachovia, on April 26, 2001,
First Union filed a registration statement on Form S-4 with the Securities and
Exchange Commission 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 these documents 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 director and officer participants in the proxy solicitation and a
description of their direct and indirect interest, by security holdings or
otherwise, is contained in the proxy materials filed with the SEC by First Union
on March 13, 2001, and by Wachovia on March 19, 2001. The information presented
above 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 and Wachovia's public reports filed
with the SEC.


@Wachovia Corporation @2001 First Union Corp.


JOINT PRESS RELEASE ANNOUNCING DATE OF WACHOVIA AND FIRST UNION SHAREHOLDERS'
MEETINGS



[FIRST UNION LOGO]                                               [WACHOVIA LOGO]

                             Media Contacts:
                             First Union:    Mary Eshet             704-383-7777
                             Wachovia:       Ed L. Hutchins         336-732-4200
                                             Jay E. Reed            336-732-5855

                             Investor Contacts:
                             First Union:    Alice Lehman           704-374-4139
                             Wachovia:       Robert S. McCoy Jr.    336-732-5926
                                             Marsha L. Smunt        336-732-5788


                   FIRST UNION AND WACHOVIA ANNOUNCE DATES OF
                           ANNUAL SHAREHOLDER MEETINGS

CHARLOTTE and WINSTON-SALEM, N.C., May 26, 2001 - First Union Corporation (NYSE:
FTU) and Wachovia Corporation (NYSE: WB) today announced the dates of their
postponed 2001 annual shareholder meetings. At each of the annual meetings,
First Union and Wachovia shareholders will be asked to vote on the proposed
merger of equals between First Union and Wachovia.

First Union's annual meeting will be held on July 31, 2001, in Charlotte, and
Wachovia's annual meeting will be held on August 3, 2001, in Winston-Salem.
First Union and Wachovia shareholders of record as of the close of business on
June 12, 2001, will be eligible to vote at each of their respective annual
meetings.

First Union Corporation, 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 in 11 East Coast states and
Washington, D.C., and full-service brokerage offices in 47 states. Online
banking products and services can be accessed through www.firstunion.com.

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 may contain 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.