SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1


                            Statement of Eligibility
                      Under the Trust Indenture Act of 1939
                      of a Corporation Designated to Act as
                                     Trustee


                      Check if an Application to Determine
                  Eligibility of a Trustee Pursuant to Section
                            305(b)(2) _______________


                          HARRIS TRUST AND SAVINGS BANK
                                (Name of Trustee)

                  Illinois                                     36-1194448
                                                            (I.R.S. Employer
          (State of Incorporation)                         Identification No.)

                 111 West Monroe Street, Chicago, Illinois 60603
                    (Address of principal executive offices)


                Daniel G. Donovan, Harris Trust and Savings Bank,
                111 West Monroe Street, Chicago, Illinois, 60603
                                  312-461-2908
           (Name, address and telephone number for agent for service)


                             FIRST UNION CORPORATION
                                (Name of Obligor)

               North Carolina                              56-0892180
                                                        (I.R.S. Employer
          (State of Incorporation)                     Identification No.)

                             One First Union Center
                      Charlotte, North Carolina 28288-0013
                    (Address of principal executive offices)

                                 Debt Securities
                         (Title of indenture securities)






 1.      GENERAL INFORMATION.  Furnish the following information as to the 
Trustee:

         (a)  Name and address of each examining or supervising authority to 
which it is subject.

                  Commissioner of Banks and Trust Companies, State of Illinois,
                  Springfield, Illinois; Chicago Clearing House Association, 164
                  West Jackson Boulevard, Chicago, Illinois; Federal Deposit
                  Insurance Corporation, Washington, D.C.; The Board of
                  Governors of the Federal Reserve System,Washington, D.C.

         (b)  Whether it is authorized to exercise corporate trust powers.

                  Harris Trust and Savings Bank is authorized to exercise
                  corporate trust powers.

 2.      AFFILIATIONS WITH OBLIGOR.  If the Obligor is an affiliate of
         the Trustee, describe each such affiliation.

                  The Obligor is not an affiliate of the Trustee.

 3. thru 15.

                  NO RESPONSE NECESSARY

16.      LIST OF EXHIBITS.

         1.   A copy of the  articles of  association  of the Trustee is
              now in effect which  includes  the  authority of the
              trustee to commence business and to exercise corporate
              trust powers.

              A copy of the  Certificate  of Merger  dated April 1, 1972
              between  Harris  Trust and Savings  Bank,  HTS Bank and
              Harris Bankcorp,  Inc. which  constitutes  the articles of
              association of the Trustee as now in effect and includes
              the authority of the Trustee to commence  business and to
              exercise  corporate trust powers was filed in connection
              with the Registration Statement of Louisville Gas and
              Electric Company, File No. 2-44295, and is incorporated
              herein by reference.

         2.   A copy of the existing by-laws of the Trustee.

                  A copy of the  existing  by-laws of the Trustee was
              filed in  connection  with the  Registration  Statement
              of C-Cube Microsystems, Inc., File No. 33-97166, and is
              incorporated herein by reference.

         3.   The consents of the Trustee required by Section 321(b) of
         the Act.

                  (included as Exhibit A on page 2 of this statement)

         4.   A copy of the latest report of condition of the Trustee
              published  pursuant to law or the requirements of its
              supervising or examining authority.

                  (included as Exhibit B on page 3 of this statement)







                               SIGNATURE


Pursuant to the  requirements  of the Trust Indenture Act of 1939, the
Trustee,  HARRIS TRUST AND SAVINGS BANK, a corporation  organized and
existing  under the laws of the State of Illinois,  has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 9th day of January, 1996.

Harris Trust and Savings Bank


By:      (Signature of D. G. Donovan)
         D. G. Donovan
         Assistant Vice President



EXHIBIT A

The consents of the Trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee  herein named,  hereby
consents that reports of  examinations  of said trustee by Federal and
State authorities may be furnished by such authorities to the Securities
and Exchange Commission upon request therefor.

Harris Trust and Savings Bank


By:      (Signature of D. G. Donovan)
         D.G. Donovan
         Assistant Vice President

                                                                      

                                                                     EXHIBIT B

Attached is a true and correct copy of the  statement  of condition of
Harris Trust and Savings Bank as of June 30, 1995,  as published in
accordance with a call made by the State Banking Authority and by the
Federal Reserve Bank of the Seventh Reserve District.

                           (Logo) HARRIS BANK

                     Harris Trust and Savings Bank
                         111 West Monroe Street
                        Chicago, Illinois 60603

of Chicago,  Illinois,  And Foreign and Domestic  Subsidiaries,  at the
close of business on June 30, 1995, a state banking institution
organized and operating under the banking laws of this State and a
member of the Federal  Reserve System.  Published in accordance with a
call made by the Commissioner of Banks and Trust Companies of the State
of Illinois and by the Federal Reserve Bank of this District.

                     Bank's Transit Number 71000288




                                                                                                                    THOUSANDS
                                             ASSETS                                                                OF DOLLARS
                                                                                                                
Cash and balances due from depository institutions:
         Non-interest bearing balances and currency and coin......................................                         $975,130
         Interest bearing balances................................................................                         $619,550
Securities:.......................................................................................
a.  Held-to-maturity securities                                                                                            $654,606
b.  Available-for-sale securities                                                                                        $1,597,462
Federal funds sold and securities purchased under agreements to resell in
     domestic offices of the bank and of its Edge and Agreement
     subsidiaries, and in IBF's:
         Federal funds sold.......................................................................                         $272,684
         Securities purchased under agreements to resell.............................................                            $0

Loans and lease financing receivables:
         Loans and leases, net of unearned income....................................................       $7,184,420
         LESS:  Allowance for loan and lease losses..................................................          $91,061

                                                                                                   ---------------------
Loans and leases, net of unearned income, allowance, and reserve
         (item 4.a minus 4.b)........................................................................                    $7,093,359
Assets held in trading accounts......................................................................                      $335,699
Premises and fixed assets (including capitalized leases).............................................                      $139,368
Other real estate owned..............................................................................                        $1,018
Investments in unconsolidated subsidiaries and associated companies..................................                          $195
Customer's liability to this bank on acceptances outstanding.........................................                      $120,891
Intangible assets....................................................................................                       $21,763
Other assets.........................................................................................                      $246,739

                                                                                                       ---------------------------
TOTAL ASSETS                                                                                                            $12,078,464

                                                                                                       ===========================




                                          LIABILITIES
Deposits:
     In domestic offices...............................................................................                  $4,184,673
         Non-interest bearing..........................................................................    $2,391,354
         Interest bearing..............................................................................    $1,793,319
     In foreign offices, Edge and Agreement subsidiaries, and IBF's....................................                   $2,559,227
         Non-interest bearing..........................................................................       $33,115
         Interest bearing..............................................................................    $2,526,112
Federal funds purchased and securities sold under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
     Federal funds purchased...........................................................................                  $1,361,248
     Securities sold under agreements to repurchase....................................................                  $1,496,277
Trading Liabilities                                                                                                        $264,633
Other borrowed money:..................................................................................
a.  With original maturity of one year or less                                                                             $883,157
b.  With original maturity of more than one year                                                                            $13,390
Bank's liability on acceptances executed and outstanding                                                                   $120,891
Subordinated notes and debentures.......................................................................                   $235,000
Other liabilities.......................................................................................                   $178,632

                                                                                                         ===========================
TOTAL LIABILITIES                                                                                                      $11,297,128
                                                                                                         ===========================

                                         EQUITY CAPITAL
Common stock............................................................................................                  $100,000
Surplus.................................................................................................                  $275,000
a.  Undivided profits and capital reserves..............................................                                  $409,797
b.  Net unrealized holding gains (losses) on available-for-sale securities                                                ($3,461)

                                                                                                         ---------------------------

TOTAL EQUITY CAPITAL                                                                                                     $781,336
                                                                                                        ===========================

Total liabilities, limited-life preferred stock, and equity capital......................................             $12,078,464
                                                                                                        ===========================


         I, Steve Neudecker,  Vice President of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance  with the  instructions  issued by the Board of Governors of
the Federal  Reserve  System and is true to the best of my knowledge and
belief.

                            STEVE NEUDECKER
                                7/28/95

         We, the undersigned directors,  attest to the correctness of
this Report of Condition and declare that it has been examined by us
and, to the best of our  knowledge  and  belief,  has been  prepared in
conformance  with the  instructions  issued by the Board of Governors of
the Federal  Reserve  System and the  Commissioner  of Banks and Trust
Companies of the State of Illinois and is true and correct.

                  ALAN G. McNALLY,
                  DONALD S. HUNT,
                  JAMES J. GLASSER,
                                                                   Directors.