Filed by SunTrust Banks, Inc.
                                     Pursuant to Rule 425 under the Securities
                                     Act of 1933 and deemed filed pursuant to
                                     Rule 14a-12 under the Securities Exchange
                                     Act of 1934

                                     Subject Company: Wachovia Corporation
                                     Commission File No. 1-9021

                                     Date: July 18, 2001

This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, (i) statements about the benefits of a merger between
SunTrust Banks, Inc. and Wachovia Corporation, including future financial and
operating results, cost savings and accretion to reported and cash earnings
that may be realized from such merger; (ii) statements with respect to
SunTrust's plans, objectives, expectations and intentions and other statements
that are not historical facts; and (iii) other statements identified by words
such as "believes", "expects", "anticipates", "estimates", "intends", "plans",
"targets", "projects" and similar expressions. These statements are based upon
the current beliefs and expectations of SunTrust's management and are subject
to significant risks and uncertainties. Actual results may differ from those
set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of SunTrust and Wachovia may
not be integrated successfully or such integration may be more difficult,
time-consuming or costly than expected; (2) expected revenue synergies and
cost savings from the merger may not be fully realized or realized within the
expected time frame; (3) revenues following the merger may be lower than
expected; (4) deposit attrition, operating costs, customer loss and business
disruption, including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers, may be greater
than expected following the merger; (5) the regulatory approvals required for
the merger may not be obtained on the proposed terms or on the anticipated
schedule; (6) the failure of SunTrust's and Wachovia's stockholders to approve
the merger; (7) competitive pressures among depository and other financial
institutions may increase significantly and may have an effect on pricing,
spending, third-party relationships and revenues; (8) the strength of the
United States economy in general and the strength of the local economies in
which the combined company will conduct operations may be different than
expected, resulting in, among other things, a deterioration in credit quality
or a reduced demand for credit, including the resultant effect on the combined
company's loan portfolio and allowance for loan losses; (9) changes in the
U.S. and foreign legal and regulatory framework; and (10) adverse conditions
in the stock market, the public debt market and other capital markets
(including changes in interest rate conditions) and the impact of such
conditions on the combined company's capital markets and asset management
activities. Additional factors that could cause SunTrust's results to differ
materially from those described in the forward-looking statements can be found
in SunTrust's reports (such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and
Exchange Commission and available at the SEC's Internet site
(http://www.sec.gov). All subsequent written and oral forward-looking
statements concerning the proposed transaction or other matters attributable
to SunTrust or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. SunTrust does not undertake
any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the forward-looking
statements are made.

The following is a letter that may be sent by SunTrust Banks, Inc. to certain
shareholders of Wachovia Corporation from time to time in connection with
SunTrust's solicitation of shareholders of Wachovia.

                       [SunTrust Banks, Inc. letterhead]

Dear [        ]:

As the August 3rd Wachovia shareholders meeting approaches, both SunTrust and
First Union are turning up the volume regarding our competing proposals. But
above all the noise, SunTrust believes one issue deserves special attention
and consideration: your Wachovia dividend.

As you know, FIRST UNION RECENTLY CUT ITS DIVIDEND IN HALF, just weeks after
CEO Ken Thompson stated: "We've got plenty of capacity to generate all of the
capital we need in this company. At the end of the day, we didn't need to cut
the dividend."

But cut they did. And now, First Union has patched together a confusing
proposal that forces you to decide how you want your dividend configured and
to wait for First Union's common dividend to increase 25% before you realize
any real growth. That's not just our view. Take a moment to review the
attached excerpts from Wachovia's proxy statement. These disclosures likely
will leave you concerned - or simply confused.

By comparison, SUNTRUST'S DIVIDEND HAS GROWN EVERY YEAR since the company was
founded. Our proposal for Wachovia shareholders: a simpler - and better -
dividend that doesn't require you to evaluate formulas or make irreversible
decisions about how its calculated.

Beyond the dividend difference, we believe that SunTrust offers a stronger
currency, with better long-term shareholder returns and a better record of
earnings growth. This is all spelled out in our proxy materials which, if you
have not already done so, you may wish to review.

If you have questions or would like to discuss our proposal in more detail,
please contact me at <>. Thank you for considering SunTrust.

Sincerely,



P.S.  Don't forget to sign, date and return your BLUE proxy card immediately
to vote "AGAINST" the First Union merger.

On May 14, 2001, SunTrust delivered a merger proposal to the Board of
Directors of Wachovia. Subject to future developments, SunTrust intends to
file with the SEC a registration statement at a date or dates subsequent
hereto to register the SunTrust shares to be issued in its proposed merger
with Wachovia. Investors and security holders are urged to read the
registration statement (when available) and any other relevant documents filed
or to be with the SEC, as well as any amendments or supplements to those
documents, because they contain (or will contain) important information.
Investors and security holders may obtain a free copy of the registration
statement (when available) and such other documents at the SEC's Internet web
site at www.sec.gov. The registration statement (when available) and such
other documents may also be obtained free of charge from SunTrust by directing
such request to: SunTrust Banks, Inc., 303 Peachtree Street, N.E., Atlanta, GA
30308, Attention: Gary Peacock (404-658-4753).


EXCERPTS FROM THE FIRST UNION/WACHOVIA JOINT PROXY STATEMENT-PROSPECTUS


Page 27

THE DEPS HAVE NO TRADING HISTORY, THERE IS CURRENTLY NO MARKET FOR DEPS AND
THERE MAY ONLY BE A LIMITED MARKET FOR DEPS AFTER THE MERGER IS COMPLETED.

         There is currently no trading market for the DEPs, and we do not
believe that a "when-issued" trading market will develop before we complete
the merger. We do not know whether the DEPs will be actively traded or at what
prices they will trade. Although we have agreed to use reasonable efforts to
have the DEPs listed on a securities, futures or options exchange or quoted on
a dealer quotation system, we cannot be sure that the DEPs will qualify for
listing, trading, or quotation on any exchange or dealer quotation system. If
we do list the DEPs on an exchange, it may not be a national exchange, or
there may not be an orderly or developed market for the shares. Therefore, it
may be more difficult to dispose of your DEPs if you decide to do so. In
addition, prices for the DEPs will be determined in the marketplace and may be
influenced by many factors, including the depth and liquidity of the market
for DEPs, our financial condition and results of operations, investors'
perceptions about us, our dividends and our industry, and changes in economic
and market conditions generally and in the banking and financial services
industry in particular.

Pages 115-117

DIVIDEND EQUALIZATION PREFERRED SHARES (DEPS)

         The combined company will also be authorized to issue up to
500,000,000 DEPs, no par value. The board of directors of the combined company
will be authorized to issue the DEPs solely as consideration to former holders
of Wachovia common stock in the merger.

         Election. In connection with the merger, Wachovia shareholders will
have the right to choose either (1) a one-time cash payment of $0.48 per
Wachovia common share or (2) two DEPs per Wachovia common share. If you are a
Wachovia shareholder and do not indicate a choice on the election form that
will be mailed to you by the combined company within 90 days after the
completion of the merger, you will receive the $0.48 per Wachovia common share
cash payment.

         Ranking Upon Dividend Declaration and Upon Liquidation or
Dissolution. With regard to the receipt of dividends, the DEPs will rank
junior to any class or series of preferred stock established by the combined
company's board of directors after the completion of the merger and will rank
equally with the common stock of the combined company. With regard to
distributions upon liquidation or dissolution of the combined company, the
DEPs will rank junior to any class or series of preferred stock established by
the combined company's board of directors after completion of the merger and
will rank senior to the common stock for the $0.01 liquidation preference
described below.

         Cancellation. DEPs that are redeemed, purchased or otherwise
acquired by the combined company or any of its subsidiaries will be
cancelled and may not be reissued.

         Dividends. Subject to the rights of holders of any preferred stock
outstanding, holders of DEPs will be entitled to receive dividends or
distributions on DEPs that the board of directors of the combined company
declares out of funds legally available for these payments, on the date in
each fiscal quarter that regular quarterly dividends are payable on the common
stock, and if no common stock dividend is paid in a quarter, the dividend on
the DEPs for that quarter will be paid on the last day of the third month of
that quarter. The payment of distributions by the combined company will be
subject to the restrictions of North Carolina law applicable to the
declaration of distributions by a corporation. Under North Carolina law, a
corporation may not make a distribution if as a result of the distribution the
company would not be able to pay its debts, or its assets would not exceed its
liabilities plus the amount needed to satisfy any preferential rights
preferred shareholders would have if the company were to be dissolved at the
time of the distribution.

         If the amount payable in cash as a dividend per share of the combined
company's common stock in a particular fiscal quarter is less than $0.30, then
the holder of one DEP will be entitled to receive the difference between the
amount payable per common share and $0.30. No amount of dividend will be paid
on any DEPs in any particular quarter if the regular dividend declared on a
share of the combined company's common stock is greater than or equal to
$0.30. The DEPs will be entitled to cumulative dividends, so that the failure
of the board to declare a dividend in any quarter will result in that
dividend's accrual. However, a failure to pay dividends on the DEPs will not
prevent the combined company from paying future dividends on the common stock.
No interest will be payable in respect of accrued but unpaid dividends.

         Commencement of Dividend Rights. The dividend rights of the DEPs will
begin on the first regular quarterly dividend record date to occur after the
merger is completed.

         Expiration of Dividend Rights. The dividend rights of the DEPs will
expire immediately after the date upon which a regular quarterly dividend on
the combined company's common stock was paid if the amount paid per share for
that quarter plus the total amount of regular quarterly dividends paid per
share on the combined company's common stock for the three quarters
immediately preceding that date is equal to or greater than $1.20, and all
accrued dividends have been paid in full. After that date, holders of DEPs
will not be entitled to any dividends on those shares, regardless of whether
any DEPs remain outstanding.

         Assets Upon Dissolution. In the event of liquidation, holders of DEPs
will be entitled to receive, before any distribution is made to the holders of
common stock or any other junior stock, but after any distribution to any
class or series of preferred stock established by the combined company's board
of directors after completion of the merger, an amount equal to $0.01 per DEP,
together with any accrued and unpaid dividends. The holders of DEPs will have
no other right or claim to any of the remaining assets of the combined
company.

         Redemption, Conversion and Exchange. The DEPs will not be convertible
or exchangeable. The DEPs may be redeemed, at the combined company's option
and with 30 to 60 days prior notice, after December 31, 2021, for an amount
equal to $0.01 per DEP, together with any accrued and unpaid dividends.

         Voting Rights. Holders of DEPs will not have voting rights, except
those required by applicable law or the rules of a securities exchange or
quotation system on which the DEPs may be listed or quoted.