<PAGE>
(Logo appears here. See Appendix.)
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 22, 1994
3,143,510 SHARES
FIRST UNION CORPORATION
COMMON STOCK
(PAR VALUE $3.33 1/3 PER SHARE)
As discussed under "Plan of Distribution" in the Prospectus dated December
22, 1994, to which this Prospectus Supplement relates, (i) 330,000 shares of
Common Stock have been transferred by Stephen A. Lieber (one of the Selling
Stockholders named therein) to the Essel Foundation, Inc., a charitable
organization affiliated with such Selling Stockholder, and (ii) 32,000 shares of
Common Stock have been transferred by Nola Maddox Falcone (one of the Selling
Stockholders named therein) to the Nola Maddox Falcone Charitable Trust, a
charitable organization affiliated with such Selling Stockholder, and may be
offered and sold by such transferees as contemplated by such Prospectus.
Capitalized terms that are not defined herein, are defined as set forth in such
Prospectus.
The date of this Prospectus Supplement is December 27, 1994.
******************************************************************************
APPENDIX
First Union logo appears where indicated. <PAGE>
