FIRST UNION CORP
S-8 POS, 1995-10-05
NATIONAL COMMERCIAL BANKS
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    As filed with the Securities and Exchange Commission on October 5, 1995.
                                                    Registration No. 33-60835


                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                            __________

                  POST-EFFECTIVE AMENDMENT NO.1 
                           ON FORM S-8
                     TO REGISTRATION STATEMENT
                           ON FORM S-4
                 UNDER THE SECURITIES ACT OF 1933
                            __________

                     FIRST UNION CORPORATION
      (Exact name of registrant as specified in its charter)

          North Carolina                               56-0898180
          (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)              Identification No.)
          
          One First Union Center                  
          Charlotte, North Carolina                         28288-0013
          (Address of principal executive offices)          (Zip Code)
                            __________
       United Financial Corporation of South Carolina, Inc.
               1986 Stock Option and Incentive Plan
                     (Full title of the plan)
                            __________

                   Marion A. Cowell, Jr., Esq.
     Executive Vice President, Secretary and General Counsel
                     First Union Corporation
                      One First Union Center
               Charlotte, North Carolina 28288-0013
             (Name and address of agent for service)

                          (704) 374-6828
  (Telephone number, including area code, of agent for service)
                            __________

     This Post-Effective Amendment covers shares of the Registrant's $3.33 1/3 
par value common stock which were included in the shares of such common stock 
originally registered on the Form S-4 to which this is an amendment.  The 
registration fee in respect to such common stock was paid at the time of the 
original filing of the Registration Statement relating to such common stock.
                           ___________
<PAGE>

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this Registration Statement:

     (1)  the Annual Report of First Union Corporation (the
          "Corporation") on Form 10-K for the year ended December
          31, 1994;

     (2)  the Corporation's Quarterly Reports on Form 10-Q for
          the periods ended March 31, 1995 (as amended by Form
          10-Q/A No.1 dated May 16, 1995) and June 30, 1995;

     (3)  the Corporation's Current Reports on Form 8-K filed
          June 19, 1995, June 20, 1995, June 21, 1995, June 30,
          1995 and August 30, 1995; and

     (4)  the information set forth under "Description of the
          Corporation's Capital Stock" in the Prospectus/Proxy
          Statement dated September 6, 1995, filed with the
          Securities and Exchange Commission relating to the
          Corporation's Registration Statement No. 33-60835.

     In addition, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective 
amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the shares of the Corporation's common stock
$3.33 1/3 par value per share (the "Common Stock"), issuable
under the United Financial Corporation of South Carolina, Inc.
1986 Stock Option and Incentive Plan (the "Plan") has been passed
upon for the Corporation by Marion A. Cowell, Jr., Esq.,
Executive Vice President, Secretary and General Counsel of the
Corporation.  Mr. Cowell owns shares of Common Stock and holds
options to purchase additional shares of Common Stock.  

     The consolidated balance sheets of the Corporation as of
December 31, 1994 and 1993, and the related consolidated
statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1994, included in the Corporation's 1994 Annual
Report to Stockholders which is incorporated by reference in the
Corporation's 1994 Annual Report on Form 10-K and incorporated by

                            2
<PAGE>

reference herein, have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and
auditing.  The aforementioned report of KPMG Peat Marwick LLP
covering the Corporation's consolidated financial statements
refers to a change in the method of accounting for investments in
1994.

     The consolidated statements of condition of First Fidelity
Bancorporation ("FFB") as of December 31, 1994 and 1993, and the
related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1994, included in FFB's 1994
Annual Report on Form 10-K and incorporated by reference herein,
have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. 
The aforementioned report of KPMG Peat Marwick LLP covering FFB's
consolidated financial statements refers to changes in the
methods of accounting for income taxes, postretirement benefits
other than pensions, postemployment benefits, and investments in
1993.


Item 6.  Indemnification of Directors and Officers.

     Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to
indemnification of directors and officers of North Carolina
corporations.  In general, the statute provides that (i) a
corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or
officer if he is not wholly successful in such defense, if it is
determined as provided in the statute that the director or
officer meets a certain standard of conduct, provided when a
director or officer is liable, the corporation may not indemnify
him.  The statute also permits a director or officer of a
corporation who is a party to a proceeding to apply to the courts
for indemnification, unless the articles of incorporation provide
otherwise, and the court may order indemnification under certain
circumstances set forth in the statute.  The statute further
provides that a corporation may in its articles of incorporation
or bylaws or by contract or resolution provide indemnification in
addition to that provided by the statute, subject to certain
conditions set forth in the statute.

     The Corporation's Bylaws provide for the indemnification of
the Corporation's directors and executive officers by the

                                3
<PAGE>

Corporation against liability arising out of his status as such,
excluding any liability relating to activities which were at the
time taken known or believed by such person to be clearly in
conflict with the best interests of the Corporation.

     The Corporation's Articles of Incorporation provide for the
elimination of the personal liability of each director of the
Corporation to the fullest extent permitted by the provisions of
the North Carolina Business Corporation Act, as the same may from
time to time be in effect.

     The Corporation maintains directors and officers liability
insurance, which provides coverage of up to $80,000,000, subject
to certain deductible amounts.  In general, the policy insures
(i) the Corporation's directors and officers against loss by
reason of any of their wrongful acts, and/or (ii) the Corporation
against loss arising from claims against the directors and
officers by reason of their wrongful acts, all subject to the
terms and conditions contained in the policy.

                              4
<PAGE>
Item 8.  Exhibits.

Exhibit No.         Description

(2)(a)         -Agreement and Plan of Mergers, dated as of
               February 21, 1995, by and among the Corporation,
               First Union Corporation of South Carolina, First
               Union National Bank of South Carolina, United
               Financial Corporation of South Carolina, Inc.,
               United Savings Bank, a Federal Savings Bank, and
               Home Federal Savings Bank of South Carolina (the
               "United Merger Agreement"), excluding the exhibits
               thereto. (Incorporated by reference to Exhibit
               (2)(a) to the Corporation's Registration Statement
               No. 33-60835.)

(2)(b)         -Agreement and Plan of Merger, dated as of June
               18, 1995, by and among the Corporation, First
               Union Corporation of New Jersey and First Fidelity
               Bancorporation (the "FFB Merger Agreement"),
               excluding the exhibits thereto.*

(3)(a)         -Articles of Incorporation of the Corporation, as
               amended.*

(3)(b)         -Bylaws of the Corporation, as amended.*

(4)(a)         -Shareholder Protection Rights Agreement, as
               amended.*

(4)(b)         -All instruments defining the rights of holders of
               long-term debt of the Corporation and its
               subsidiaries.  (Not filed pursuant to (4)(iii) of
               Item 601(b) of Regulation S-K; to be furnished
               upon request of the Commission.)

(5)            -Opinion of Marion A. Cowell, Jr., Esq.*

(10)           -Employment Agreement between the Corporation and
               John R. Georgius.*

(23)(a)        -Consent of KPMG Peat Marwick LLP.

(23)(b)        -Consent of KPMG Peat Marwick LLP.

(23)(c)        -Consent of Marion A. Cowell, Jr., Esq. (Included
               in Exhibit (5).)

(24)           -Power of Attorney.*

________________________
*Previously filed.

                                        5
<PAGE>

Item 9.   Undertakings.

     (a)  Rule 415 offering.

          The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this registration statement:

               (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933 (as
                    amended, the "Securities Act");

              (ii)  To reflect in the prospectus any facts or
                    events arising after the effective date of
                    the registration statement (or the most
                    recent post-effective amendment thereof)
                    which, individually or in the aggregate,
                    represent a fundamental change in the
                    information set forth in the registration
                    statement.  Notwithstanding the foregoing,
                    any increase or decrease in the volume of
                    securities offered (if the total dollar value
                    of securities offered would not exceed that
                    which was registered) and any deviation from
                    the low or high and of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no
                    more than 20 percent change in the maximum
                    aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in
                    the effective registration statement; and

              (iii) To include any material information
                    with respect to the plan of distribution not
                    previously disclosed in the registration
                    statement or any material change to such
                    information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement
          is on Form S-3, Form S-8 or Form F-3, and the
          information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by
          the registrant pursuant to Section 13 or Section 15(d)
          of the Securities Exchange Act of 1934 (as amended, the

                             6
<PAGE>

          "Exchange Act") that are incorporated by reference in
          the registration statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act, each such post-effective
               amendment shall be deemed to be a new registration
               statement relating to the securities offered
               therein, and the offering of such securities at
               that time shall be deemed to be the initial bona
               fide offering thereof.

          (3)  To remove from registration by means of a post-effective 
               amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.
     
     (b)  Filings incorporating subsequent Exchange Act documents by reference.

     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     (h)  Request for acceleration of effective date of filing of registration 
     statement on Form S-8.

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                            7
<PAGE>

                            SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Post-Effective Amendment No. 1
on Form S-8 to Registration Statement No. 33-60835 on Form S-4 to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on
October 5, 1995.

                              FIRST UNION CORPORATION

                              By:/s/ Kent S. Hathaway
                                  Kent S. Hathaway
                                  Senior Vice President
                                  
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 33-60835 on Form S-4 has been signed by the
following persons in the capacities indicated and on the date
indicated.


    Edward E. Crutchfield*              Chairman and Chief
    Edward E. Crutchfield                 Executive Officer and
                                          Director

    Robert T. Atwood *                  Executive Vice President
    Robert T. Atwood                      and Chief Financial
                                          Officer

    James H. Hatch*                     Senior Vice President and
    James H. Hatch                        Corporate Controller
                                          (Principal Accounting
                                           Officer)

    G. Alex Bernhardt*                  Director
    G. Alex Bernhardt                   



    W. Waldo Bradley*                   Director
    W. Waldo Bradley

                                
    Robert J. Brown*                    Director
    Robert J. Brown

                                   8
<PAGE>

                                 
                                        Director
    Robert D. Davis 
    

    R. Stuart Dickson*                  Director
    R. Stuart Dickson


    B.F. Dolan*                         Director
    B.F. Dolan
                                 
               
    Roddey Dowd, Sr.*                   Director
    Roddey Dowd, Sr. 


    John R. Georgius*                   Director
    John R. Georgius 
                    

    William N. Goodwin, Jr.*            Director
    William N. Goodwin, Jr.


    Brenton S. Halsey*                  Director
    Brenton S. Halsey


    Howard H. Haworth*                  Director
    Howard H. Haworth
                         

    Torrence E. Hemby, Jr.*             Director
    Torrence E. Hemby, Jr.

                         
    Leonard G. Herring*                 Director
    Leonard G. Herring    

                         
    Jack A. Laughery*                   Director
    Jack A. Laughery      


    Max Lennon*                         Director  
    Max Lennon            
 

    Radford D. Lovett*                  Director  
    Radford D. Lovett     

                                9
<PAGE>

    Henry D. Perry, Jr.*                Director  
    Henry D. Perry, Jr.   


    Randolph N. Reynolds*               Director
    Randolph N. Reynolds


    Ruth G. Shaw*                       Director  
    Ruth G. Shaw          


    Lanty L. Smith*                     Director  
    Lanty L. Smith        


    Dewey L. Trogdon*                   Director  
    Dewey L. Trogdon      


    John D. Uible*                      Director  
    John D. Uible         


    B.J. Walker*                        Director  
    B.J. Walker           


    Kenneth G. Younger*                 Director  
    Kenneth G. Younger    



*By Kent S. Hathaway, Attorney-in-Fact

/s/ Kent S. Hathaway                         
    Kent S. Hathaway



Date: October 5, 1995

                                10
<PAGE>

                          EXHIBIT INDEX



Number              Description                      Location

(2)(a)         -The United Merger Agreement.      Incorporated by
                                                  reference to 
                                                  Exhibit (2)(a)
                                                  to the 
                                                  Corporation's           
                                                  Registration           
                                                  Statement No. 
                                                  33-60835.

(2)(b)         -The FFB Merger Agreement.              *

(3)(a)         -Articles of Incorporation of the       *
                Corporation, as amended.

(3)(b)         -Bylaws of the Corporation,             *
                as amended.

(4)(a)         -Shareholder Protection Rights          *
                Agreement, as amended.

(4)(b)         -All instruments defining the      Not filed
                rights of holders of long-        pursuant to (4)
                term debt of the Corporation      (iii) of Item
                and its subsidiaries.             601(b) of
                                                  Regulation S-K;
                                                  to be furnished
                                                  upon request of
                                                  the Commission.

(5)            -Opinion of Marion A. Cowell,           *
                Jr., Esq.

(10)           -Employment Agreement between the       *
                Corporation and John R. Georgius.

(23)(a)        -Consent of KPMG Peat Marwick LLP.      

(23)(b)        -Consent of KPMG Peat Marwick LLP.

(23)(c)        -Consent of Marion A. Cowell, Jr., Included in 
                Esq.                              Exhibit (5).

(24)           -Power of Attorney.                     *
               

_______________________
*Previously filed.

<PAGE>





                                                  Exhibit 23(a)


                 CONSENT OF KPMG PEAT MARWICK LLP


Board of Directors
First Union Corporation

     We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement
on Form S-4 No. 33-60835 of First Union Corporation of our report
on the consolidated financial statements included in the 1994
Annual Report to Stockholders which is incorporated by reference
in the 1994 Form 10-K of First Union Corporation and to the
reference to our firm under the heading "Interests of Named
Experts and Counsel" in the Post-Effective Amendment No. 1 on
Form S-8.  Our report refers to a change in the method of
accounting for investments in 1994.



                              KPMG PEAT MARWICK LLP

Charlotte, North Carolina
October 5, 1995
<PAGE>



                                                  Exhibit 23(b)


                 CONSENT OF KPMG PEAT MARWICK LLP


Board of Directors
First Fidelity Bancorporation

     We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement
on Form S-4 No. 33-60835 of First Union Corporation of our report
on the consolidated financial statements included in the 1994
Annual Report on Form 10-K of First Fidelity Bancorporation and
to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the Post-Effective Amendment No. 1
on Form S-8.  Our report dated January 18, 1995, refers to
changes in the methods of accounting for income taxes,
postretirement benefits other than pensions, postemployment
benefits, and investments in 1993.



                              KPMG PEAT MARWICK LLP

New York, New York
October 5, 1995
<PAGE>





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