SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported)        August 20, 1996

                            First Union Corporation
             (Exact name of registrant as specified in its charter)



      North Carolina                     1-10000              56-0898180
(State or other jurisdiction           (Commission          (IRS Employer
   of incorporation)                   File Number)       Identification No.)

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

     Registrant's telephone number, including area code      (704) 374-6565

         (Former name or former address, if changed since last report.)



Item 5. Other Events.

    At its regularly scheduled meeting on August 20, 1996, the Board of 
Directors (the "Board") of First Union Corporation (the "Corporation") rescinded
its prior authority granted in February 1996 for the Corporation to repurchase
up to 15,000,000 shares of its common stock under certain circumstances.

    At such meeting, the Board authorized the Corporation to repurchase a
number of shares of its common stock on a quarterly basis equal to the
number of such shares the Corporation expects to issue in the succeeding
quarter under its Dividend Reinvestment and Stock Purchase Plan, its
employee stock purchase and stock option plans, and upon conversion of its
outstanding convertible securities, not to exceed 15,000,000 shares in
the aggregate. Such repurchases would be in addition to any repurchases
authorized by the Board in connection with any mergers or acquisitions.

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                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   FIRST UNION CORPORATION

Date: August 20, 1996              By:  /s/ Kent S. Hathaway
                                   Name:  Kent S. Hathaway
                                   Title: Senior Vice President

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