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)   September 6, 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 a meeting on September 5, 1996, the Board of Directors (the "Board") of
First Union Corporation (the "Corporation") rescinded, in the event the
Corporation consummates the acquisition of Keystone Investments, Inc.
("Keystone"), its prior authority granted in August 1996 for the Corporation to
repurchase up to 15,000,000 shares of its common stock under certain
circumstances. In such event, the recision would be effective on the date
immediately preceding the consummation date of such acquisition. In the event
that such acquisition is not consummated, the authority to repurchase such
shares will remain in full force and effect. In connection with such recision,
the attached press release describes the agreement to acquire Keystone, dated as
of September 6, 1996.

     In addition, as described in the attached press release on September 5,
1996, the Board called for redemption all of the outstanding shares of the
Corporation's Series B Convertible Class A Preferred Stock on November 15, 
1996, at $25.00 per share, together with accrued dividends to the redemption 
date.

                                   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: September 6, 1996                    By:  /s/ Kent S. Hathaway
                                           Name: Kent S. Hathaway
                                           Title: Senior Vice President


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