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)            May 25, 1999
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                             FIRST UNION CORPORATION
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             (Exact name of registrant as specified in its charter)


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


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


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


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




Item 5. Other Events.

         On May 25, 1999, First Union Corporation (the "Corporation") issued a
news release (the "News Release"). A copy of the News Release is being filed as
Exhibit (99) to this report. The News Release is incorporated herein by
reference.

         The News Release contains, among other things, certain forward-looking
statements with respect to the goals, plans, objectives, intentions,
expectations, financial condition, results of operations, future performance and
business of the Corporation, including, without limitation, (i) statements
relating to the Corporation's goals and expectations with respect to (a)
earnings per share, (b) return on equity, (c) revenue growth, (d) expense
control, and (e) its strategic plans, and (ii) statements preceded by, followed
by or that include the words "may", "could", "would", "should", "believes",
"expects", "anticipates", "estimates", "intends", "plans" or similar
expressions. These forward-looking statements involve certain risks and
uncertainties that are subject to change based on various factors (some of which
are beyond the Corporation's control). The following factors, among others,
could cause the Corporation's financial performance to differ materially from
the goals, plans, objectives, intentions, and expectations expressed in such
forward-looking statements: (1) the strength of the United States economy in
general and the strength of the local economies in which the Corporation
conducts operations; (2) the effects of, and changes in, trade, monetary and
fiscal policies and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; (3) inflation, interest rate, market
and monetary fluctuations (including global markets and international monetary
fluctuations); (4) the timely development and acceptance of new products and
services by the Corporation and the acceptance of these products and services by
new and existing customers; (5) the willingness of customers to substitute
competitors' products and services for the Corporation's products and services
and vice versa; (6) the impact of changes in financial services' laws and
regulations (including laws concerning taxes, banking, securities and
insurance); (7) technnological changes, including the impact of the Year 2000
computer system problems; (8) changes in consumer spending and saving habits;
(9) the impact of the EVEREN Capital Corporation and other acquisitions on the
Corporation, including the success of the Corporation in fully realizing or
realizing within the expected time frame expected cost savings and/or revenue
enhancements; (10) the growth and profitability of the Corporation's noninterest
or fee income being less than expected; (11) unanticipated regulatory or
judicial proceedings; (12) the impact of changes in accounting policies by the
Securities and Exchange Commission; and (13) the success of the Corporation at
managing the risks involved in the foregoing. Additional information with
respect to factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements is included in the reports filed
by the Corporation with the Securities and Exchange Commission.

         The Corporation cautions that the foregoing list of factors is not
exclusive, and neither such list nor any such forward-looking statement takes
into account the impact that any future acquisitions may have on the Corporation
and any such forward-looking statement. In addition, the Corporation does not
intend to update any forward-looking statement, whether written or oral,
relating to the matters discussed in the News Release or otherwise.





Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

               (99)        The News Release.

                                   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: May 25, 1999                          By:  /s/ Kent S. Hathaway
                                                      -------------------------
                                                  Name: Kent S. Hathaway
                                                  Title:   Senior Vice President





                                  EXHIBIT INDEX

         Exhibit No.      Description
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         (99)             The News Release.