Exhibit 23


                        Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-4 No. 33-44015) pertaining to the QuestPoint Savings Plan of First Union
Corporation of our report dated June 11, 1999, with respect to the financial
statements and schedules of QuestPoint Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1998.


/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
June 28, 1999