WACHOVIA CORP/ NC, 424B5, 2000-10-11

WACHOVIA CORP/ NC
424B5, 2000-10-11
NATIONAL COMMERCIAL BANKS

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<PAGE>

PROSPECTUS SUPPLEMENT

(To prospectus dated June 4, 1999)

$300,000,000

[WACHOVIA LOGO]

Wachovia Corporation

6.925% Senior Notes due October 15, 2003

---------------

The 6.925% Senior Notes of Wachovia Corporation will mature on October 15,
2003. Interest on the Notes is payable semiannually on April 15 and October 15,
beginning April 15, 2001. The Notes will not be redeemable prior to maturity
and will not be subject to any sinking fund.

The Notes are unsecured obligations of Wachovia Corporation. They are not
savings accounts, deposits or other obligations of any bank or non-bank
subsidiary of Wachovia Corporation and are not insured by the Federal Deposit
Insurance Corporation, the Bank Insurance Fund or any other government agency.

---------------

<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price(1)............................ 99.868% $299,604,000
Underwriting discount............................... .35% $1,050,000
Proceeds, before expenses, to the Company........... 99.518% $298,554,000
</TABLE>

(1) Plus accrued interest from October 13, 2000, if
settlement occurs after that date

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the related prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

The underwriters are offering the Notes subject to various conditions. The
underwriters expect to deliver the Notes, in book-entry form only, to
purchasers through The Depository Trust Company on or about October 13, 2000.

---------------

Merrill Lynch & Co. Wachovia Securities, Inc.
Bear, Stearns & Co. Inc.
Chase Securities Inc.
Credit Suisse First Boston
Goldman, Sachs & Co.
Lehman Brothers
Salomon Smith Barney

---------------

The date of this prospectus supplement is October 10, 2000.
<PAGE>

You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the prospectus. This prospectus
supplement and the prospectus may be used only for the purpose for which they
have been prepared. No one is authorized to give information other than that
contained in this prospectus supplement and the prospectus and in the documents
referred to in this prospectus supplement and the prospectus and which are made
available to the public. We have not, and the underwriters have not, authorized
any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it.

We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement and
the prospectus, as well as information we previously filed with the Securities
and Exchange Commission and incorporated by reference, is accurate as of the
date on the front cover of this prospectus supplement only. Our business,
financial condition, results of operations and prospects may have changed since
that date. This prospectus supplement and the accompanying prospectus do not
constitute an offer, or an invitation on our behalf or on behalf of the
underwriters or any of them, to subscribe for and purchase, any of the Notes,
and may not be used for or in connection with an offer or solicitation by
anyone, in any jurisdiction in which such an offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an offer or
solicitation.

TABLE OF CONTENTS

Prospectus Supplement

Page

Wachovia Corporation ..................................................... S-3
Incorporation by Reference ............................................... S-3
Consolidated Ratio of Earnings to Fixed Charges .......................... S-5
Use of Proceeds .......................................................... S-5
Description of the Notes ................................................. S-6
Underwriting ............................................................. S-8
Legal Matters ............................................................ S-9

Prospectus

Page

About this Prospectus .................................................... 2
Where You Can Find More Information ...................................... 3
Wachovia Corporation ..................................................... 4
Consolidated Ratio of Earnings to Fixed Charges .......................... 5
Use of Proceeds .......................................................... 5
Description of Debt Securities ........................................... 5
Plan of Distribution ..................................................... 15
Experts .................................................................. 16
Legal Matters ............................................................ 16

S-2

<PAGE>

WACHOVIA CORPORATION

Wachovia Corporation is a financial holding company serving regional,
national and international markets and maintains dual headquarters in
Winston-Salem, North Carolina and Atlanta, Georgia. At June 30, 2000, Wachovia
and its consolidated subsidiaries had total assets of $70.811 billion, deposits
of $42.586 billion and a market capitalization of $11.027 billion. At December
31, 1999, Wachovia ranked 16th based on both its consolidated asset size and on
its market capitalization among domestic U.S. banking companies. Wachovia's
common stock is traded on the New York Stock Exchange under the symbol WB.

Wachovia's principal banking subsidiaries are Wachovia Bank, National
Association ("Wachovia Bank"), and The First National Bank of Atlanta. Wachovia
Bank is a national banking association headquartered in Winston-Salem, North
Carolina and operates banking offices in North Carolina, South Carolina,
Georgia, Virginia and Florida. The First National Bank of Atlanta is a national
banking association headquartered in Atlanta, Georgia and provides credit card
services nationwide under the name "Wachovia Bank Card Services."

Through its various subsidiaries, Wachovia offers credit and deposit
services, insurance, investment and trust products, capital markets, wealth
management, securities brokerage and information services to consumers,
primarily in the Southeast, and to both domestic and foreign corporations.
Wachovia provides consumer products and services through, as of June 30, 2000, a
network of 700 retail branches and 1,377 ATMs, as well as through Wachovia
On-Call telephone banking, automated Phone Access and internet-based investing
and banking at www.wachovia.com. Wachovia provides global solutions to corporate
clients through locations in Chicago, London, New York and Sao Paulo, through
representative offices in Hong Kong and Tokyo, and through worldwide strategic
alliances.

Wachovia's executive offices are located at 100 North Main Street,
Winston-Salem, North Carolina 27150 and 191 Peachtree Street, N.E., Atlanta,
Georgia 30303, and its telephone numbers are (336) 770-5000 and (404) 332-5000.
References in this prospectus supplement and the accompanying prospectus to
"we," "us," "our" and "Wachovia" are to Wachovia Corporation.

INCORPORATION BY REFERENCE

We have filed with the SEC, Washington, D.C., a registration statement on
Form S-3 under the Securities Act of 1933, as amended, with respect to the
securities that we are offering by this prospectus supplement and the
accompanying prospectus. This prospectus supplement and the accompanying
prospectus do not contain all of the information set forth in the registration
statement and the exhibits and schedules thereto. Certain items are omitted in
accordance with the rules and regulations of the SEC. For further information
with respect to Wachovia and the securities offered hereby, reference is made to
the registration statement and the exhibits and any schedules filed with the
registration statement. Statements contained in this prospectus supplement and
the accompanying prospectus as to the contents of any contract or other document
referred to are not necessarily complete and in each instance, if such contract
or document is filed as an exhibit, reference is made to the copy of such
contract or other document filed as an exhibit to the registration statement,
each statement being qualified in all respects by such reference.

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference room at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, IL 60661. For
further information on the operation of the Public Reference room, you may call
the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public over
the Internet at the SEC's website at http://www.sec.gov. You may also inspect
our SEC filings at the New York Stock Exchange, the exchange on which our common
stock is listed, at 20 Broad Street, 7th Floor, New York, New York 10005.

S-3

<PAGE>

and information in documents that we file after the dates of this prospectus
supplement and the prospectus and before the termination of the offering
contemplated by this prospectus supplement and the prospectus will automatically
update and supersede information in this prospectus supplement and the
prospectus.

We incorporate by reference our Annual Report on Form 10-K for the year
ended December 31, 1999, our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000, our Current Reports on Form 8-K dated
April 19, 2000, June 15, 2000, July 24, 2000 and August 28, 2000, and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until we sell all of the securities
offered by this prospectus supplement and the accompanying prospectus.

We will provide without charge, upon written or oral request, to each
person to whom this prospectus supplement and the accompanying prospectus are
delivered, a copy of any or all of the documents described above which have been
or may be incorporated by reference in this prospectus supplement and the
accompanying prospectus but not delivered with this prospectus supplement and
the accompanying prospectus. Such requests should be directed to Wachovia
Corporation, 100 North Main Street, Winston-Salem, North Carolina 27150,
Attention: Secretary. Telephone requests may be directed to (336) 770-5000.

This prospectus supplement and the accompanying prospectus contain or
incorporate by reference forward looking statements that have been made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are not historical facts, but rather are based on our
current expectations, estimates and projections about Wachovia's industry, our
beliefs and assumptions. Words such as "anticipates", "expects", "intends",
"plans", "believes", "seeks", "estimates" and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control, are difficult to predict and
could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. Risks and uncertainties that may
affect future results include, but are not limited to, changes in the economy,
interest rate movements, timely development by Wachovia of technology
enhancements for its products and operating systems, the impact of competitive
products, services and pricing, Congressional legislation and similar matters.
We caution you not to place undue reliance on forward-looking statements, which
are subject to influence by the named risk factors and unanticipated future
events and which reflect our management's view only as of the date of this
prospectus supplement or the accompanying prospectus. We are not obligated to
update these statements or publicly release the results of any revisions to them
to reflect events or circumstances after the date of this prospectus supplement
or the accompanying prospectus, or to reflect the occurrence of unanticipated
events.

S-4

<PAGE>

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following unaudited table presents the consolidated ratio of earnings
to fixed charges of Wachovia for the periods indicated. The consolidated ratio
of earnings to fixed charges has been computed by dividing net income plus all
applicable income taxes plus fixed charges by fixed charges. Fixed charges
represent all interest expense (ratios are presented both including and
excluding interest on deposits), and the portion of net rental expense which is
deemed to be equivalent to interest on long-term debt. Interest expense (other
than on deposits) includes interest on long-term debt, federal funds purchased
and securities sold under agreements to repurchase, mortgages, commercial paper
and other funds borrowed.

Six Months Year Ended December 31,
Ended ------------------------------------------------------------------
June 30, 2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits........... 1.44x 1.69x 1.56x 1.40x 1.52x 1.50x
Excluding interest on deposits........... 2.08x 2.61x 2.33x 1.98x 2.22x 2.15x
</TABLE>

USE OF PROCEEDS

We will use the estimated net proceeds from the sale of the Notes (as set
forth opposite "Proceeds, before expenses to the Company" on the cover page of
this prospectus supplement) for general corporate purposes, principally to fund
investments in, or extensions of credit to, our banking and nonbanking
subsidiaries, to fund repurchases of our common stock under our ongoing stock
buyback program and to replenish cash previously used for the foregoing
purposes. Specific allocations of the proceeds to such purposes have not been
made at the date of this prospectus supplement, although our management has
determined that funds should be borrowed at this time in anticipation of future
funding or capital requirements of our subsidiaries or funding requirements of
our stock buyback program. The precise amount and timing of investments in and
extensions of credit to the subsidiaries will depend upon their funding
requirements and the availability of other funds to us and our subsidiaries. In
addition to the foregoing, we also may use a portion of the net proceeds to fund
possible acquisitions if suitable opportunities develop in the future. Based
upon anticipated future financing requirements, we expect that we will, from
time to time, engage in additional financings of a character and in amounts to
be determined.

S-5

<PAGE>

DESCRIPTION OF THE NOTES

You should read the information in this section in conjunction with the
statements under "Description of Debt Securities" beginning on page 5 of the
accompanying prospectus. If this summary of the terms of the Notes differs in
any way from the "Description of Debt Securities" in the prospectus, you should
rely on this summary.

General

The Notes mature on October 15, 2003 and bear interest at 6.925% per
annum. The initial aggregate principal amount of the Notes is $300,000,000.

The Notes:

. will be issued in U.S. dollars in denominations of $1,000 and
integral multiples of $1,000;

. will be issued pursuant to an indenture dated as of August 15, 1996
(referred to as the "Senior Indenture" in the accompanying prospectus)
between Wachovia and The Chase Manhattan Bank, as trustee (referred to
as the "Senior Trustee" in the accompanying prospectus), and will
represent a new and separate series of Senior Securities (as that term
is used in the accompanying prospectus) under that indenture;

. are not redeemable before maturity;

. are not subject to any sinking fund;

. will be represented by one or more global certificates in fully
registered form, and except in certain limited circumstances, will not
be issued in individual certificated form (if the Notes are issued in
individual certificated form, they will be issued in registered form,
and payments of principal and interest will be made according to
alternative arrangements);

. represent unsecured and unsubordinated debt;

. will be repaid at par at maturity; and

. will rank pari passu with Wachovia's other unsecured and
unsubordinated debt.

Interest:

. is payable on April 15 and October 15 of each year, payable to the
persons in whose names the Notes are registered at the close of
business on April 1 or October 1, as the case may be, prior to the
payment date;

. will be calculated on the basis of a 360-day year of twelve 30-day
months; and

. payments begin on April 15, 2001, and interest will begin to accrue
from October 13, 2000.

We will deliver to the trustee, annually, an officers' certificate as to
the existence or absence of defaults under the indenture. We may, without the
consent of the holders of the Notes, issue additional securities having the same
ranking and the same interest rate, maturity and other terms as the Notes.

S-6

<PAGE>

Further Issues

Wachovia may from time to time, without notice to or consent of the
registered holders of the Notes, create and issue further notes ranking
pari passu with the Notes in all respects (or in all respects except for the
payment of interest accruing prior to the issue date of such further notes or
except for the first payment of interest following the issue date of such
further notes), so that such further notes may form a single series with the
Notes and have the same terms as the Notes.

Book-Entry System

The Notes initially will be represented by one or more book-entry
securities deposited with The Depository Trust Company ("DTC") and registered in
the name of a nominee of DTC. The term "depositary" refers to DTC or any
successor depositary. The Notes will be available for purchase in denominations
of $1,000 and integral multiples thereof in book-entry form only. Except in the
limited circumstances as described on pages 7-8 of the accompanying prospectus
under "Description of Debt Securities -- Book-Entry Securities", owners of
beneficial interests in the book-entry securities will not be entitled to have
Notes represented by such book-entry securities registered in their names, will
not receive or be entitled to the physical delivery of such Notes in definitive
form, and will not be considered the owners or holders thereof under the Senior
Indenture.

DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and
created to hold securities of persons who have accounts with DTC and to
facilitate the clearance and settlement of participants. Such system eliminates
the need for physical movement of securities certificates. DTC's participants
include securities brokers and dealers (including the underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
which (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.

For additional information regarding the book-entry securities, see pages
7-8 of the accompanying prospectus under "Description of Debt Securities --
Book-Entry Securities".

Same-Day Settlement and Payment

Settlement for the Notes will be made in immediately available funds. We
will make all payments of principal and interest in immediately available funds.
The Notes will trade in the depositary's Same-Day Funds Settlement System until
maturity, and therefore the depositary will require secondary trading activity
to be settled in immediately available funds.

S-7

<PAGE>

UNDERWRITING

We are selling the Notes to the underwriters named below pursuant to an
underwriting agreement dated October 10, 2000. Merrill Lynch & Co. and Wachovia
Securities, Inc. are acting as Managers. Subject to certain conditions, we have
agreed to sell to each of the underwriters, and each of the underwriters has
severally agreed to purchase, the principal amount of Notes set forth in the
following table:

<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ ----------------

<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................................................................ $129,000,000
Wachovia Securities, Inc. ............................................................... 99,000,000
Bear, Stearns & Co. Inc. ................................................................ 12,000,000
Chase Securities Inc. ................................................................... 12,000,000
Credit Suisse First Boston Corporation .................................................. 12,000,000
Goldman, Sachs & Co. .................................................................... 12,000,000
Lehman Brothers Inc. .................................................................... 12,000,000
Salomon Smith Barney Inc. ............................................................... 12,000,000
------------
Total.................................................................................... $300,000,000
============

</TABLE>
Under the terms and conditions of the underwriting agreement, if the
underwriters take any of the Notes, then they are obligated to take and pay for
all of the Notes.

The Notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that the underwriters intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
market making at any time without notice. We cannot give any assurance as to the
liquidity of any trading market for the Notes.

The underwriters propose initially to offer the Notes to the public at the
public offering price set forth on the cover page of this prospectus supplement
and to offer some of the Notes to certain dealers at the public offering price
less a concession not in excess of .20% of the principal amount. The
underwriters may allow, and such dealers may reallow, a concession to certain
other dealers not in excess of .125% of the principal amount. After the initial
public offering, the underwriters may change the public offering price and such
concessions.

In connection with the offering of the Notes, the underwriters may, to the
extent permitted by applicable law, engage in transactions that stabilize,
maintain or otherwise affect the price of the Notes. Specifically, the
underwriters may overallot in connection with the offering of the Notes,
creating a short position in the Notes for their own account. In addition, the
underwriters may bid for and purchase Notes in the open market to cover short
positions or to stabilize the price of the Notes. Finally, the underwriters may
reclaim selling concessions allowed for distributing the Notes in the offering,
if the underwriters repurchase previously distributed Notes in transactions to
cover short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market prices of the Notes above
independent market levels. The underwriters are not required to engage in any of
these activities and may end any of these activities at any time.

In the ordinary course of business, certain of the underwriters and their
affiliates have engaged and may in the future engage in various other banking
and financial services for and commercial transactions with Wachovia and its
affiliates.

Wachovia Securities, Inc. will participate in the underwriting arrangements
for the offering of the Notes. Accordingly, the offering will comply with the
requirements of Rule 2720 of the National Association of Securities Dealers,
Inc. (the "NASD") regarding an NASD member firm's participating in distributing
its

S-8
<PAGE>

affiliate's securities. NASD members participating in the offering of the Notes
will not confirm sales to discretionary accounts.

We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments which the underwriters may be required to make in
respect of such liabilities.

LEGAL MATTERS

The validity of the Notes, as well as certain other legal matters, will be
passed upon for Wachovia by Kenneth W. McAllister, Esq., Senior Executive Vice
President and General Counsel of Wachovia. Certain legal matters will be passed
upon for the underwriters by Simpson Thacher & Bartlett, New York, New York. As
to matters of New York law, Mr. McAllister will rely on the opinion of Simpson
Thacher & Bartlett.

S-9

<PAGE>

PROSPECTUS

$2,500,000,000

Wachovia Corporation

Debt Securities

----------------

We may offer to sell up to $2.5 billion of our unsecured debt securities (or
the equivalent amount based on the applicable exchange rate at the time of
offering if any securities are denominated in foreign currencies). The
securities may be either Senior Securities or Subordinated Securities. The
securities may include securities denominated in U.S. dollars or, if so
specified in the applicable prospectus supplement, in any other currency,
including composite currencies such as the euro.

In this prospectus, we describe generally the terms of the securities. We
will describe the specific terms of the securities that we offer in a
supplement to this prospectus at the time of each offering. If any offering
involves underwriters, dealers or agents, we will describe our arrangements
with them in the prospectus supplement that relates to that offering.

The Senior Securities, when issued, will be unsecured and will rank on a
parity with all unsecured and unsubordinated indebtedness of Wachovia. The
Subordinated Securities, when issued, will be unsecured and will be subordinate
to "Senior Indebtedness" of Wachovia and, under certain circumstances, to
"Additional Senior Obligations" of Wachovia, as these terms are defined in this
prospectus. Payment of principal of the Subordinated Securities may be
accelerated only in the case of the bankruptcy of Wachovia. There is no right
of acceleration of the Subordinated Securities in the case of a default in the
payment of the principal of, or any premium or interest on, the Subordinated
Securities or in the performance of any covenant or agreement of Wachovia.

----------------

This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement. The securities will be unsecured
obligations of Wachovia Corporation, will not be savings accounts, deposits or
other obligations of any bank or nonbank subsidiary of Wachovia Corporation and
will not be insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other government agency.

----------------

The Securities and Exchange Commission and State securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

----------------

The date of this prospectus is June 4, 1999.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
About this Prospectus...................................................... 2

Where You Can Find More Information........................................ 3

Wachovia Corporation....................................................... 4

Consolidated Ratio of Earnings to Fixed Charges............................ 5

Use of Proceeds............................................................ 5

Description of Debt Securities............................................. 5

Plan of Distribution....................................................... 15

Experts.................................................................... 16

Legal Matters.............................................................. 16
</TABLE>

----------------

You should rely only on the information incorporated by reference or
contained in this prospectus and any applicable prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, our securities only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus or the applicable prospectus
supplement is accurate only as of the date on the front of those documents,
regardless of the time of delivery of this prospectus or the applicable
prospectus supplement or of any sale of our securities.

In this prospectus, "we", "us", "our" and "Wachovia" each refers to Wachovia
Corporation.

----------------

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under this shelf registration, we may sell the securities described in this
prospectus in one or more offerings up to a total dollar amount of $2.5
billion. We provide information to you about these securities in three
documents that progressively provide more detail:

1. This prospectus, which contains general information that may or may not
apply to each offering of securities.

2. The applicable prospectus supplement, which will contain more specific
information than this prospectus and may also add, update or change
information contained in this prospectus. To the extent information in
the applicable prospectus supplement differs from this prospectus, you
should rely on the different information in the prospectus supplement.

3. The pricing supplement, if applicable, will provide final details about
a specific offering and the terms of the offered securities, including
their price. To the extent information differs from this prospectus or
the prospectus supplement, you should rely on the different information
in the pricing supplement.

You should read both this prospectus and any prospectus supplement or
pricing supplement together with any additional information described under the
heading "Where You Can find More Information" to learn more about Wachovia and
the securities offered.

----------------

2
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C., a registration statement on
Form S-3 under the Securities Act of 1933, as amended, with respect to the
securities that we are offering by this prospectus. This prospectus does not
contain all of the information set forth in the registration statement and the
exhibits and schedules thereto. Certain items are omitted in accordance with
the rules and regulations of the SEC. For further information with respect to
Wachovia and the securities offered hereby, reference is made to the
registration statement and the exhibits and any schedules filed with the
registration statement. Statements contained in this prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance, if such contract or document is filed as an
exhibit, reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, each statement being qualified in
all respects by such reference.

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference room at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048 and at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, IL
60661. For further information on the operation of the Public Reference room,
you may call the SEC at 1-800-SEC-0330. Our SEC filings are also available to
the public over the Internet at the SEC's website at http://www.sec.gov. You
may also inspect our SEC filings at the New York Stock Exchange, the exchange
on which our common stock is listed, at 20 Broad Street, 7th Floor, New York,
New York 10005.

The SEC allows us to "incorporate by reference" the information in documents
that we file with them. This means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information in documents
that we file after the date of this prospectus and before the termination of
the offering contemplated by this prospectus will automatically update and
supersede information in this prospectus.

We incorporate by reference our Annual Report on Form 10-K for the year
ended December 31, 1998, our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, our Current Reports on Form 8-K dated January 14, 1999
and May 13, 1999, and any future filings made with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until we sell all of the securities offered by this prospectus.

We will provide without charge, upon written or oral request, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
described above which have been or may be incorporated by reference in this
prospectus but not delivered with this prospectus. Such requests should be
directed to Wachovia Corporation, 100 North Main Street, Winston-Salem, North
Carolina 27101, Attention: Secretary. Telephone requests may be directed to
(336) 770-5000.

This prospectus contains or incorporates by reference forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
not historical facts, but rather are based on our current expectations,
estimates and projections about Wachovia's industry, our beliefs and
assumptions. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates" and similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and other
factors, some of which are beyond our control, are difficult to predict and
could cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements. Many of those risks and
uncertainties will be described with particularity in the applicable prospectus
supplement. Risks and uncertainties that may affect future results include, but
are not limited to, changes in the economy, interest rate movements, timely
development by Wachovia of technology enhancements for its products and
operating systems, the ability of Wachovia and its customers and vendors to
address effectively Year 2000

3
<PAGE>

issues, the impact of competitive products, services and pricing, Congressional
legislation and similar matters. We caution you not to place undue reliance on
forward-looking statements, which are subject to influence by the named risk
factors and unanticipated future events and which reflect our management's view
only as of the date of this prospectus or the prospectus supplement containing
such forward-looking statements. We are not obligated to update these
statements or publicly release the results of any revisions to them to reflect
events or circumstances after the date of this prospectus or the applicable
prospectus supplement, or to reflect the occurrence of unanticipated events.

WACHOVIA CORPORATION

Wachovia Corporation, a North Carolina corporation, is an interstate bank
holding company serving regional, national and international markets and
maintains dual headquarters in Atlanta, Georgia and Winston-Salem, North
Carolina. At March 31, 1999, Wachovia and its consolidated subsidiaries had
total assets of $65.319 billion, deposits of $40.288 billion, and a market
capitalization of $16.473 billion. At March 31, 1999, Wachovia ranked 16th
based on both its consolidated asset size and on its market capitalization
among domestic U.S. bank holding companies. Wachovia is a registered bank
holding company under the Bank Holding Company Act of 1956, as amended, and is
a savings and loan holding company within the meaning of the Home Owner's Loan
Act of 1933, as amended. Wachovia's common stock is traded on the New York
Stock Exchange under the symbol WB.

Wachovia's principal banking subsidiaries are Wachovia Bank, National
Association ("Wachovia Bank"), and The First National Bank of Atlanta. Wachovia
Bank is a national banking association headquartered in Winston-Salem, North
Carolina. As of March 31, 1999, Wachovia Bank had total assets of $61.879
billion and deposits of $41.134 billion. Wachovia Bank currently offers credit
and deposit services and investment and trust services to consumers primarily
located in Georgia, North Carolina, South Carolina, Virginia and Florida and to
corporations located both inside and outside the United States. Consumer
products and services are provided through:

. a network of 753 retail branches (as of March 31, 1999) and 1,381 ATMs
(as of March 31, 1999) in Georgia, North Carolina, South Carolina,
Virginia and Florida;

. 1-800-WACHOVIA On-Call 24 hour telephone banking;

. automated Phone Access; and

. internet-based investing and banking at www.wachovia.com.

The First National Bank of Atlanta offers credit card services.

Wachovia also has subsidiaries engaged in large corporate and institutional
relationship management and business development, corporate leasing, remittance
processing, insurance, investment advisory and securities brokerage services.
In addition to its domestic banking offices and international banking offices
in London and the Cayman Islands, Wachovia's subsidiaries have offices in
Chicago, New York and selected other cities in the United States, and Hong
Kong, Sao Paulo and Tokyo.

Because Wachovia's growth strategy includes the use of acquisitions,
Wachovia regularly evaluates acquisition opportunities and conducts due
diligence activities in connection with possible acquisitions. As a result,
acquisition discussions and, in some cases, negotiations may take place and
future acquisitions involving cash, debt or equity securities may occur.
Acquisitions typically involve the payment of a premium over book value and,
therefore, some dilution of Wachovia's book value and net income per share may
occur in connection with any future transactions.

Wachovia's executive offices are located at 100 North Main Street, Winston-
Salem, North Carolina 27101 and 191 Peachtree Street, N.E., Atlanta, Georgia
30303, and its telephone numbers are (336) 770-5000 and (404) 332-5000.

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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following unaudited table presents the consolidated ratio of earnings to
fixed charges of Wachovia for the periods indicated. The consolidated ratio of
earnings to fixed charges has been computed by dividing net income plus all
applicable income taxes plus fixed charges by fixed charges. Fixed charges
represent all interest expense (ratios are presented both including and
excluding interest on deposits), and the portion of net rental expense which is
deemed to be equivalent to interest on long-term debt. Interest expense (other
than on deposits) includes interest on long-term debt, federal funds purchased
and securities sold under agreements to repurchase, mortgages, commercial paper
and other funds borrowed.

<TABLE>
<CAPTION>
Three Months Year Ended December 31,
Ended -----------------------------
March 31, 1999 1998 1997 1996 1995 1994
-------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Including interest on deposits..... 1.70x 1.56x 1.40x 1.52x 1.50x 1.64x
Excluding interest on deposits..... 2.67x 2.33x 1.98x 2.22x 2.15x 2.47x
</TABLE>

USE OF PROCEEDS

We will use the net proceeds from the sale of the securities for general
corporate purposes, principally to fund investments in, or extensions of credit
to, our banking and nonbanking subsidiaries. We also may use such net proceeds
to allow our subsidiaries to repay borrowings incurred by such subsidiaries.
Except as otherwise described in the applicable prospectus supplement, specific
allocations of the proceeds to such purposes will not have been made at the
date of the prospectus supplement, although our management will have determined
that funds should be borrowed at that time in anticipation of future funding or
capital requirements of our subsidiaries. The precise amount and timing of such
investments in and extensions of credit to the subsidiaries will depend upon
their funding requirements and the availability of other funds to us and our
subsidiaries. In addition to the foregoing, we also may use a portion of the
net proceeds to fund possible acquisitions if suitable opportunities develop in
the future. Based upon anticipated future financing requirements of us and our
subsidiaries, we expect that we will, from time to time, engage in additional
financings of a character and in amounts to be determined.

DESCRIPTION OF DEBT SECURITIES

General

We expect to issue the Senior Securities under an Indenture dated as of
August 15, 1996 (the "Senior Indenture") between us and The Chase Manhattan
Bank, as trustee (the "Senior Trustee"). We expect to issue the Subordinated
Securities under an Indenture dated as of July 15, 1998 (the "Subordinated
Indenture") between us and The Chase Manhattan Bank, as trustee (the
"Subordinated Trustee"). Copies of the Senior Indenture and the Subordinated
Indenture (collectively, the "Indentures") are included as exhibits to the
registration statement of which this prospectus is a part. In the discussion
that follows, we summarize particular provisions of the Indentures and include
the relevant section numbers of the applicable Indenture in parentheses. Our
discussion of Indenture provisions is not complete. You should read the
Indentures for a more complete understanding of the provisions we describe.
Capitalized terms not otherwise defined in this prospectus shall have the
meanings given to them in the applicable Indenture.

The Senior Securities will be unsecured and will rank on a parity with all
unsecured and unsubordinated indebtedness of Wachovia. The Senior Indenture
prohibits Wachovia from disposing of, or permitting the issuance of, capital
stock of specified subsidiaries under certain circumstances. See "Restrictive
Covenants Applicable to Senior Securities" beginning on page 8. The
Subordinated Securities will be unsecured and will be subordinated and junior
to all "Senior Indebtedness" and, in certain circumstances relating to the
dissolution, winding-up, liquidation or reorganization of Wachovia, to all
Additional Senior Obligations (each

5
<PAGE>

as defined below under "Subordination of Subordinated Securities"). The
Subordinated Indenture does not prohibit Wachovia from disposing of voting
stock of its subsidiaries, including the stock of any of its banking
subsidiaries. The events of default as to which payment of the principal of the
Subordinated Securities may be accelerated are limited to events relating to
the bankruptcy of Wachovia. See "Subordination of Subordinated Securities" on
page 9 and "Events of Default; Limited Rights of Acceleration for Subordinated
Securities" on page 11.

The Indentures do not limit the amount of securities that may be issued and
provide that securities may be issued at various times in one or more series.
(Section 301) Neither the Indentures nor the securities limit the amount of
other indebtedness which Wachovia or any of its subsidiaries may incur. In
addition, the Indentures and the securities do not require Wachovia to
repurchase or redeem or modify the terms of the securities upon a change in
control or other events involving Wachovia that may adversely affect the credit
quality of Wachovia.

Because Wachovia is a holding company, its rights and the rights of its
creditors, including the holders of the securities, to participate in the
assets of any subsidiary upon the liquidation or reorganization of that
subsidiary will be subject to the prior claims of the creditors of that
subsidiary (including, in the case of a subsidiary bank, its depositors),
except to the extent that Wachovia may itself be a creditor with recognized
claims against the subsidiary. Claims on subsidiaries of Wachovia by creditors
other than Wachovia include claims with respect to long-term debt and
substantial obligations with respect to deposit liabilities, federal funds
purchased, securities sold under repurchase agreements and other short-term
borrowings. See "Wachovia Corporation" on page 4.

Unless we indicate otherwise in the applicable prospectus supplement,
principal of and premium, if any, and interest on the securities will be
payable at the office or agency of the applicable trustee maintained for such
purpose in New York, New York, and at any other office or agency maintained by
Wachovia for such purpose. However, we may, at our option, pay interest by
mailing a check to the address of the person entitled to such interest as it
appears on the Security Register. The transfer of each series of securities
(other than Book-Entry Securities) may be registered at the corporate trust
office of the applicable Trustee. (Sections 301, 305 and 1002) The corporate
trust office of the Senior Trustee and the Subordinated Trustee is located in
New York, New York. Interest on the securities will be paid to the person in
whose name the securities are registered at the close of business on the
Regular Record Date designated for an Interest Payment Date. (Section 307) The
securities will be issued only in fully registered form without coupons and,
unless otherwise indicated in the applicable prospectus supplement, in
denominations of $1,000 or integral multiples of $1,000. (Section 302) We will
not require any service charge for any registration of transfer or exchange of
the securities, but we may require payment of a sum sufficient to cover any tax
or other governmental charge imposed in connection with the transfer or
exchange other than certain exchanges not involving any transfer. (Section 305)

Each prospectus supplement relating to a particular series of debt
securities that we offer (the "Offered Securities") will describe the specific
terms of the Offered Securities. Those specific terms will include some or all
of the following:

. the title of the Offered Securities;

. whether the Offered Securities are Senior Securities or Subordinated
Securities;

. any limit on the aggregate principal amount of the Offered Securities;

. the date or dates on which the Offered Securities will mature;

. the rate or rates (which may be fixed or variable) per annum at which
the Offered Securities will bear interest, if any, the date or dates
from which such interest, if any, will accrue, the dates on which such
interest, if any, will be payable and the Regular Record Dates for such
Interest Payment Dates;

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<PAGE>

. the place or places, if any, in addition to the office or agency of the
applicable Trustee, where the principal of and premium, if any, and
interest on the Offered Securities will be payable;

. the period or periods within which, the price or prices at which and the
terms and conditions upon which the Offered Securities may be redeemed,
in whole or in part, at the option of Wachovia;

. the obligation, if any, of Wachovia to redeem or purchase the Offered
Securities pursuant to any sinking fund or analogous provisions or at
the option of a Holder and the period or periods within which, the price
or prices at which and the terms and conditions upon which Offered
Securities will be redeemed or purchased, in whole or in part, pursuant
to such obligation;

. if other than denominations of $1,000 and any integral multiple of
$1,000, the denominations in which the Offered Securities will be
issuable;

. the currency or currencies of payment of principal of and premium, if
any, and interest on the Offered Securities if other than the currency
of the United States;

. any index used to determine the amount of payment of principal of,
premium, if any, and interest on the Offered Securities;

. if other than the principal amount thereof, the portion of the principal
amount of the Offered Securities which will be payable upon the
declaration of acceleration of the Maturity thereof;

. the law which will govern the terms of the Offered Securities;

. information with respect to book-entry procedures, if any; and

. any other terms of the Offered Securities. (Section 301)

Securities may be issued as "Original Issue Discount Securities" which will
be offered and sold at a substantial discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities will be described in
the applicable prospectus supplement. "Original Issue Discount Security" means
any security which provides for an amount less than the principal amount
thereof to be due and payable upon the declaration of acceleration of the
Maturity thereof upon the occurrence of an Event of Default and the
continuation of such Event of Default. (Section 101)

Book-Entry Securities

The securities of a series may be issued in the form of one or more Book-
Entry Securities that will be deposited with a Depositary or its nominee
identified in the applicable prospectus supplement. (Section 301) In such a
case, Book-Entry Securities will be issued in aggregate denominations equal to
the aggregate principal amount of securities represented by such Book-Entry
Securities. Unless and until it is exchanged in whole or in part for securities
in definitive registered form, a Book-Entry Security may not be transferred
except as a whole by the applicable Depositary to a nominee of such Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor. (Section 305)

The specific terms of the depositary arrangement with respect to any
securities to be represented by a Book-Entry Security will be described in the
applicable prospectus supplement. We anticipate that the following provisions
will apply to all depositary arrangements.

Upon the issuance of a Book-Entry Security, the Depositary for such Book-
Entry Security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the securities represented
by such Book-Entry Security to the accounts of persons that have accounts with
such Depositary ("participants"). Wachovia or the underwriters or agents will
designate such accounts. Participants include securities brokers and dealers,
banks and trust companies, clearing corporations and certain other
organizations. Access to the Depositary's system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly

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<PAGE>

("indirect participants"). Persons who are not participants may beneficially
own Book-Entry Securities held by the Depositary only through participants or
indirect participants.

Ownership of beneficial interests in any Book-Entry Security will be shown
on, and the transfer of that ownership will be effected only through, records
maintained by the Depositary or its nominee (with respect to interests of
participants) and on the records of participants (with respect to interests of
indirect participants). The laws of some states require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such laws, as well as the limits on participation in the Depositary's book-
entry system, may impair the ability to transfer beneficial interests in a
Book-Entry Security.

So long as the Depositary or its nominee is the registered owner of a Book-
Entry Security, such Depositary or such nominee will be considered the sole
owner or holder of the securities represented by such Book-Entry Security for
all purposes under the applicable Indenture. Except as provided below, owners
of beneficial interests in securities represented by Book-Entry Securities will
not be entitled to have such securities registered in their names, will not be
entitled to receive physical delivery of such securities in definitive form,
and will not be considered the owners or holders of such securities under the
applicable Indenture.

Payments of principal of and any premium and interest on securities
registered in the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Book-Entry Security representing such securities. We expect that the Depositary
for a series of securities or its nominee, upon receipt of any payment of
principal, premium or interest, will credit immediately participants' accounts
with payments in amounts proportionate to their beneficial interests in the
Book-Entry Security, as shown on the records of such Depositary or its nominee.
We also expect that payments by participants and indirect participants to
owners of beneficial interests in such Book-Entry Security held through such
persons will be governed by standing instructions and customary practices, as
is now the case with securities registered in "street name," and will be the
responsibility of such participants and indirect participants. Neither we, the
applicable Trustee, any Authenticating Agent, any Paying Agent nor the Security
Registrar for such securities will have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests in any Book-Entry Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
(Section 311)

If the Depositary for securities of a series notifies Wachovia that it is
unwilling or unable to continue as Depositary or if at any time the Depositary
ceases to be a clearing agency registered under the Exchange Act, Wachovia has
agreed to appoint a successor depositary. If such a successor is not appointed
by Wachovia within 90 days, Wachovia will issue securities of such series in
definitive registered form in exchange for the Book-Entry Security. In
addition, Wachovia may at any time and in its sole discretion determine that
the securities of any series will no longer be represented by Book-Entry
Securities. In that event, Wachovia will issue securities of such series in
definitive registered form in exchange for such Book-Entry Securities. Further,
if Wachovia so specifies with respect to the securities of a series, or if an
Event of Default, or an event which with notice, lapse of time or both would be
an Event of Default with respect to the securities of such series has occurred
and is continuing, an owner of a beneficial interest in a Book-Entry Security
representing securities of such series may receive securities of such series in
definitive registered form. In any such case, an owner of a beneficial interest
in a Book-Entry Security will be entitled to physical delivery in definitive
registered form of securities of the series represented by such Book-Entry
Security equal in principal amount to such beneficial interest and to have such
securities registered in such owner's name. (Section 305) Securities so issued
in definitive form will be issued in denominations of $1,000 and integral
multiples of $1,000 and will be issued in registered form only, without
coupons.

Restrictive Covenants Applicable to Senior Securities

The Senior Indenture contains a covenant that we will not, directly or
indirectly,

. sell or permit to be issued any shares of capital stock of a Principal
Subsidiary Bank (other than directors' qualifying shares) or any shares
of capital stock of a Principal Subsidiary or any securities

8
<PAGE>

convertible into or rights to subscribe to such capital stock, unless,
after giving effect to that transaction and the shares issuable upon
conversion or exercise of rights into that capital stock, Wachovia will
own, directly or indirectly, at least 80% of the outstanding shares of
capital stock of each class of that Principal Subsidiary or Principal
Subsidiary Bank, or

. pay any dividend or make any other distribution in capital stock of a
Principal Subsidiary Bank or of any Principal Subsidiary, unless the
Principal Subsidiary Bank or Principal Subsidiary to which the
transaction relates, after obtaining any necessary regulatory approvals,
unconditionally guarantees payment of the principal of and any premium
and interest on the Senior Securities. (Section 1005 of the Senior
Indenture) The term "Principal Subsidiary" or "Principal Subsidiary
Bank" means any Subsidiary or Subsidiary Bank, the consolidated assets
of which constitute 10% or more of the assets of Wachovia and, in the
case of a Principal Subsidiary, owns shares of a Principal Subsidiary
Bank. (Section 101) At the date of this prospectus, the Subsidiary Bank
which was the Principal Subsidiary Bank was Wachovia Bank. There is no
restriction in the Senior Indenture on the ability of a Principal
Subsidiary Bank to sell assets.

The Senior Indenture also prohibits Wachovia from creating, assuming,
incurring or suffering to exist any mortgage, pledge, encumbrance or lien or
charge of any kind on the capital stock of a Principal Subsidiary Bank (other
than directors' qualifying shares) or the capital stock of a Principal
Subsidiary, except that the Senior Indenture permits:

. liens for taxes that are not due, are payable without penalty or are
being contested in good faith by appropriate proceedings, and

. liens resulting from any judgment that has not remained undischarged or
unstayed for more than 60 days.

(Section 1006 of the Senior Indenture)

Subordination of Subordinated Securities

The obligations of Wachovia to make any payment of the principal of and
premium, if any, and interest on the Subordinated Securities will be
subordinate and junior in right of payment to all Senior Indebtedness of
Wachovia and, in certain circumstances relating to the dissolution, winding-up,
liquidation or reorganization of Wachovia, to all Additional Senior
Obligations. (Article Thirteen of the Subordinated Indenture)

The Subordinated Indenture defines "Senior Indebtedness" as

. all indebtedness of Wachovia for money borrowed, whether now outstanding
or later created, assumed or incurred, other than

. the Subordinated Securities;

. the 7% Subordinated Notes due 1999 of Wachovia in the aggregate
principal amount of $300 million (the "7% Subordinated Notes");

. any obligation Ranking on a Parity with the Subordinated Securities
(which includes the 6 3/8% Subordinated Notes due 2003 of Wachovia
in the aggregate principal amount of $250 million and the 6 3/8%
Subordinated Notes due 2009 of Wachovia in the aggregate principal
amount of $250 million (collectively, the "6 3/8% Subordinated
Notes"), the 6.80% Subordinated Notes due 2005 of Wachovia in the
aggregate principal amount of $250 million (the "6.80% Subordinated
Notes"), the 6.605% Subordinated Notes due October 1, 2025 of
Wachovia in the aggregate principal amount of $250 million, the
holders of which may elect to have all or a portion thereof redeemed
on October 1, 2005 (the "6.605% Subordinated Notes"), the 6 1/4%
Subordinated Notes due 2008 of Wachovia in the aggregate principal
amount of $350,000,000 (the "6 1/4% Subordinated Notes"), the 5 5/8%
Subordinated Notes due 2008 of Wachovia in the aggregate principal
amount of $400,000,000 (the "5 5/8% Subordinated Notes") and the
6.150% Subordinated Notes due 2009 of Wachovia in the aggregate
principal amount of $400,000,000 (the "6.150% Subordinated Notes")),
or any obligation Ranking Junior to the Subordinated Securities; and

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<PAGE>

. any deferrals, renewals or extensions of any such Senior Indebtedness.

The term "indebtedness of the Corporation for money borrowed" means any
obligation of, or any obligation guaranteed by, Wachovia for repayment of
borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligations for payment of the purchase
price of property or assets acquired other than in the ordinary course of
business.

The Subordinated Indenture defines "Additional Senior Obligations" as all
indebtedness of Wachovia, whether now outstanding or later created, assumed or
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements,
but Additional Senior Obligations do not include:

. any claims in respect of Senior Indebtedness, or

. any obligations

. Ranking Junior to the Subordinated Securities, or

. Ranking on a Parity with the Subordinated Securities.

For purposes of this definition, "claim" has the meaning assigned to it in
Section 101(4) of the United States Bankruptcy Code of 1978. The Subordinated
Indenture does not limit or prohibit the incurrence of Senior Indebtedness or
Additional Senior Obligations.

The Subordinated Indenture defines "Ranking Junior to the Subordinated
Securities" as any obligation of Wachovia that

. ranks junior to and not equally with or prior to the Subordinated
Securities in right of payment upon the happening of any insolvency,
receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any
liquidation or winding-up of or relating to Wachovia as a whole, whether
voluntary or involuntary, and

. is specifically designated as ranking junior to the Subordinated
Securities by express provisions in the instrument creating or
evidencing that obligation.

The Subordinated Indenture defines "Ranking on a Parity with the
Subordinated Securities" as any obligation of Wachovia that

. ranks equally with and not prior to the Subordinated Securities in right
of payment upon the happening of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of
assets and liabilities or similar proceedings or any liquidation or
winding-up of or relating to Wachovia as a whole, whether voluntary or
involuntary, and

. is specifically designated as ranking on a parity with the Subordinated
Securities by express provision in the instrument creating or evidencing
such obligation. (Section 101 of the Subordinated Indenture)

The Subordinated Securities will be subordinate in right of payment to all
Senior Indebtedness, as provided in the Subordinated Indenture. No payment of
the principal of and premium, if any, or interest in respect of the
Subordinated Securities may be made if there is a default in payment with
respect to Senior Indebtedness or an event of default with respect to any
Senior Indebtedness that results in the acceleration of its maturity and that
default or event of default continues.

Upon any payment or distribution of assets to creditors upon any insolvency,
receivership, conservatorship, reorganization, readjustment of debt,
marshalling of assets and liabilities or similar proceedings or any liquidation
or winding-up of or relating to Wachovia as a whole, whether voluntary or
involuntary,

. the holders of all Senior Indebtedness will first be entitled to receive
payment in full before the Holders of the Subordinated Securities will
be entitled to receive any payment of the principal of and premium, if
any, or interest on the Subordinated Securities, and

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<PAGE>

. if after the procedure described in the bullet point above,

. any cash, property or securities remain available for payment or
distribution in respect of the Subordinated Securities ("Excess
Proceeds"), and

. creditors in respect of Additional Senior Obligations have not
received payment in full of amounts due or to become due or payment
of those amounts has not been duly provided for,

then those Excess Proceeds will first be applied to pay in full all the
Additional Senior Obligations before any payment may be made on the
Subordinated Securities.

If the Holders of Subordinated Securities receive payment and are aware at
the time of receiving payment that all Senior Indebtedness and Additional
Senior Obligations have not been paid in full, then that payment will be held
in trust for the benefit of the holders of Senior Indebtedness and/or
Additional Senior Obligations, as the case may be. (Section 1301 of the
Subordinated Indenture) By reason of this subordination, in the event of
insolvency, Holders of the Subordinated Securities may recover less,
proportionately, than holders of Senior Indebtedness and holders of Additional
Senior Obligations.

Neither the Subordinated Securities (and the 6 3/8% Subordinated Notes, the
6.80% Subordinated Notes, the 6.605% Subordinated Notes, the 6 1/4%
Subordinated Notes, the 5 5/8% Subordinated Notes and the 6.150% Subordinated
Notes, which Rank on a Parity with the Subordinated Securities) nor the 7%
Subordinated Notes are subordinate or senior to the other. But the 7%
Subordinated Notes are subordinate to Senior Indebtedness and Additional Senior
Obligations and to all other obligations of Wachovia to its creditors (subject
to certain exceptions specified in the indenture relating to the 7%
Subordinated Notes). As a result of the differences between the subordination
provisions applicable to the Subordinated Securities and the 6 3/8%
Subordinated Notes, the 6.80% Subordinated Notes, the 6.605% Subordinated
Notes, the 6 1/4% Subordinated Notes, the 5 5/8% Subordinated Notes and the
6.150% Subordinated Notes and those applicable to the 7% Subordinated Notes, if
there is any insolvency, receivership, conservatorship, reorganization,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings or any liquidation or winding up of or relating to Wachovia, the
holders of the Subordinated Securities and the 6 3/8% Subordinated Notes, the
6.80% Subordinated Notes, the 6.605% Subordinated Notes, the 6 1/4%
Subordinated Notes, the 5 5/8% Subordinated Notes and the 6.150% Subordinated
Notes may receive more, proportionately, than the holders of the 7%
Subordinated Notes.

Events of Default; Limited Rights of Acceleration for Subordinated Securities

The Indentures (each with respect to any series of securities) define an
"Event of Default" as any one of the following events (whatever the reason and
whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental entity or, with respect to the
Subordinated Securities, whether it is occasioned by the subordination
provisions of the Subordinated Indenture):

. failure, for 30 days, to pay any interest on any security of that series
when due and payable (in the case of Subordinated Securities, whether or
not the subordination provisions of the Subordinated Indenture prohibit
that payment);

. failure to pay principal of or any premium on any security of that
series when due;

. failure to deposit any sinking fund payment, when due, in respect of any
security of that series (in the case of Subordinated Securities, whether
or not the subordination provisions of the Subordinated Indenture
prohibit that payment);

. failure, for 60 days after written notice, to perform any other
covenants or warranties of Wachovia in the applicable Indenture (other
than a covenant included in the applicable Indenture solely for the
benefit of a series of securities under it other than that series);

. the entry of a decree or order for relief in respect of Wachovia by a
court having jurisdiction in the premises in an involuntary case under
Federal or state bankruptcy laws and the continuance of that decree or
order unstayed and in effect for 60 consecutive days;

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. the commencement by Wachovia of a voluntary case under Federal or state
bankruptcy laws or the consent by Wachovia to the entry of a decree or
order for relief in an involuntary case under such laws;

. with respect to Senior Securities only, unless otherwise provided in the
applicable prospectus supplement, failure to pay when due or
acceleration of securities or any other indebtedness for borrowed money,
in an aggregate principal amount more than $50,000,000, of Wachovia, a
Principal Subsidiary or a Principal Subsidiary Bank under the terms of
the instrument(s) under which the indebtedness is issued or secured,
unless the acceleration is annulled, or the indebtedness is discharged,
or there is deposited in trust enough money to discharge the
indebtedness, within 10 days after written notice; and

. any other Event of Default provided with respect to securities of that
series. (Section 501)

Acceleration of Senior Securities. If an Event of Default with respect to
Senior Securities of any series at the time Outstanding occurs and continues,
either the Senior Trustee or the Holders of at least 25% in aggregate principal
amount of Outstanding Senior Securities of that series may declare the
principal amount (or, if those Senior Securities are Original Issue Discount
Securities, the portion of the principal amount specified in their terms) of
all Senior Securities of that series due and payable immediately. At any time
after a declaration of acceleration with respect to Senior Securities of any
series has been made, but before a judgment or decree based on acceleration has
been obtained, the Holders of a majority in aggregate principal amount of the
Outstanding Senior Securities of that series may, under certain circumstances,
rescind and annul that acceleration. (Section 502 of the Senior Indenture)

Acceleration of Subordinated Securities. Unless specifically stated in the
applicable prospectus supplement for a particular series of Subordinated
Securities, the payment of the principal of the Subordinated Securities may be
accelerated only if there is an Event of Default as described in the fifth or
sixth bullet points above (a "Bankruptcy Event of Default") and there is no
right of acceleration of the payment of principal of the Subordinated
Securities of that series upon a default in the payment of principal, premium,
if any, or interest, if any, or in the performance of any covenant or agreement
in the Subordinated Securities or Subordinated Indenture.

If a Bankruptcy Event of Default with respect to Subordinated Securities of
any series at the time Outstanding occurs and continues, either the
Subordinated Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Subordinated Securities of that series may declare
the principal amount (or, if the Subordinated Securities of that series are
Original Issue Discount Securities, the portion of the principal amount
specified in their terms) of all Subordinated Securities of that series due and
payable immediately. At any time after a declaration of acceleration with
respect to Subordinated Securities of any series, but before a judgment or
decree based on that acceleration has been obtained, the Holders of a majority
in aggregate principal amount of the Outstanding Subordinated Securities of
that series may, under certain circumstances, rescind and annul that
acceleration. (Section 502 of the Subordinated Indenture)

General. If there is a default in the payment of principal, premium, if any,
or interest, if any, or the performance of any covenant or agreement in the
securities or the Indentures, the applicable Trustee, subject to certain
limitations and conditions, may institute judicial proceedings to enforce
payment of that principal, premium, if any, or interest, if any, or to obtain
the performance of that covenant or agreement or any other proper remedy.
(Section 503) Under certain circumstances, the applicable Trustee may withhold
notice of a default to the Holders of the securities if the applicable Trustee
in good faith determines that the withholding of that notice is in the best
interest of the Holders, and the applicable Trustee will withhold the notice
for certain defaults for a period of 30 days. (Section 602) You should review
the prospectus supplement relating to any series of Offered Securities that are
Original Issue Discount Securities for particular provisions relating to
acceleration of the Stated Maturity of a portion of the principal amount of
that series of Original Issue Discount Securities if an Event of Default occurs
and continues.

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The Indentures provide that, subject to the duty of the applicable Trustee
during default to act with the required standard of care, the applicable
Trustee does not have to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the Holders, unless
those Holders have offered to the applicable Trustee reasonable security or
indemnity. (Section 603) Subject to the above sentence and to certain other
conditions, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
applicable Trustee, or exercising any trust or power conferred on the
applicable Trustee, with respect to the securities of that series. (Section
512)

No Holders of any securities of any series may institute any proceeding with
respect to the applicable Indenture, or for the appointment of a receiver or
trustee or for any remedy relating to that appointment,

. unless those Holders have already given to the applicable Trustee
written notice of a continuing Event of Default,

. unless the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series have made written request, and
offered reasonable indemnity, to the applicable Trustee to institute
such a proceeding as trustee,

. if the Trustee has received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series a
direction inconsistent with the written request, and

. unless the Trustee has failed to institute the proceeding within 60
days. (Section 507)

The above limitations do not apply to a suit instituted by a Holder of a
security for enforcement of payment of the principal of and premium, if any, or
interest on the security on or after the respective due dates described in the
security. (Section 508)

We are required to furnish to each Trustee annually a statement as to the
performance by us of certain of our obligations under the applicable Indenture
and as to any default in such performance. (Section 1007 of the Senior
Indenture; Section 1005 of the Subordinated Indenture)

Modification and Waiver

Wachovia and the applicable Trustee may modify and amend the Indentures with
the consent of the Holders of at least 66 2/3% in aggregate principal amount of
the Outstanding Securities of each series issued under the applicable Indenture
and affected by the modification or amendment, but no such modification or
amendment may, without the consent of the Holders of each Outstanding Security
of the series affected by the modification or amendment

. change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any security of that series;

. reduce the principal amount of or premium, if any, or interest on, any
security of any series (including in the case of an Original Issue
Discount Security the amount payable upon acceleration of maturity);

. change the place or currency of payment of principal of or the premium,
if any, or interest on any security of that series;

. impair the right to institute suit for the enforcement of any payment on
any security of such series on or after its Stated Maturity (or, in the
case of redemption, on or after the Redemption Date);

. in the case of the Subordinated Securities, modify the subordination
provisions in a manner adverse to the Holders of the Subordinated
Securities of that series; or

. reduce the percentage in principal amount of Outstanding Securities of
any series, the consent of whose Holders is required for modification or
amendment of the applicable Indenture or for waiver of compliance with
certain provisions of the applicable Indenture or for waiver of certain
defaults.

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(Section 902)

The Holders of at least a 66 2/3% in aggregate principal amount of the
Outstanding Securities of any series may, on behalf of all Holders of that
series, waive compliance by Wachovia with certain restrictive provisions of the
applicable Indenture. (Section 1008 of the Senior Indenture; Section 1006 of
the Subordinated Indenture) The Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series may, on behalf of all
Holders of that series, waive any past default under the applicable Indenture,
except a default in the payment of principal, premium, if any, or interest and
regarding certain covenants. (Section 513)

Consolidation, Merger and Sale of Assets

Under the Indentures, Wachovia may not consolidate with or merge into any
other corporation or sell, convey, exchange, transfer or lease its properties
and assets substantially as an entirety to any Person, unless

. any successor or purchaser is a corporation organized under the laws of
any domestic jurisdiction;

. any such successor or purchaser expressly assumes Wachovia's obligations
on the securities and under the Indentures;

. immediately after the transaction, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of
Default, occurs and continues; and

. certain other conditions are met. (Section 801)

Assumption by Subsidiary

A Subsidiary may assume Wachovia's obligations under the Senior Indenture or
the Subordinated Indenture (including Wachovia's obligation to pay principal of
and premium, if any, and interest on the securities, but excluding Wachovia's
obligation to comply with certain covenants) provided that:

. the Subsidiary expressly assumes Wachovia's obligations under the
applicable Indenture;

. Wachovia guarantees the Subsidiary's obligations;

. the Subsidiary agrees to indemnify each Holder against certain taxes and
expenses relating to, or incurred directly in connection with, the
assumption of obligations;

. immediately after giving effect to the assumption, no Event of Default,
and no event which, after notice or lapse of time, or both, would become
an Event of Default, has occurred and continues;

. certain Opinions of Counsel and Officers' Certificates are delivered to
the applicable Trustee; and

. certain other obligations are met. (Section 803)

Trustee

The Senior Trustee. The Chase Manhattan Bank is the Senior Trustee under the
Senior Indenture. The Chase Manhattan Bank maintains a deposit account and
conducts other banking transactions with Wachovia and its subsidiaries in the
ordinary course of business and serves as trustee with respect to the 6.625%
Senior Notes due November 15, 2006 of Wachovia in the aggregate principal
amount of $200 million, which are outstanding pursuant to the Senior Indenture.
The Senior Indenture provides for the indemnification of the Senior Trustee by
Wachovia under certain circumstances.

The Subordinated Trustee. The Chase Manhattan Bank also serves as
Subordinated Trustee under the Subordinated Indenture and in that capacity
serves as trustee with respect to the 6 1/4% Subordinated Notes, the 5 5/8%
Subordinated Notes, the 6.150% Subordinated Notes and any future issuances of
Subordinated Securities. An affiliate of the Subordinated Trustee, Chase
Manhattan Trust Company, National Association, serves as trustee under the
indentures pursuant to which the 7% Subordinated Notes, the 6 3/8% Subordinated
Notes, the 6.80% Subordinated Notes and the 6.605% Subordinated Notes are
outstanding. The Subordinated Indenture provides for the indemnification of the
Subordinated Trustee by Wachovia under certain circumstances.

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PLAN OF DISTRIBUTION

We may sell the securities from time to time:

. directly to purchasers,

. through agents,

. through underwriters or dealers or

. through a combination of these methods.

General

Underwriters, dealers, agents and remarketing firms that participate in the
distribution of the Offered Securities may be "underwriters" as defined in the
Securities Act of 1933, as amended. Any discounts or commissions they receive
from us and any profits they receive on the resale of the Offered Securities
may be treated as underwriting discounts and commissions under the Securities
Act of 1933, as amended. We will identify any underwriters, agents or dealers
and describe their commissions, fees or discounts in the applicable prospectus
supplement or pricing supplement.

Agents

We may designate agents to sell the securities. The agents will agree to use
their best efforts to solicit purchases for the period of their appointment.

Underwriters

If underwriters are used in a sale, they will acquire the Offered Securities
for their own account. The underwriters may resell the securities in one or
more transactions, including negotiated transactions. These sales will be made
at a fixed public offering price or at varying prices determined at the time of
the sale. We may offer the securities to the public through an underwriting
syndicate or through a single underwriter.

Unless the applicable prospectus supplement or pricing supplement states
otherwise, the obligations of the underwriters to purchase the Offered
Securities will be subject to certain conditions contained in an underwriting
agreement that Wachovia and the underwriters will enter into. The underwriters
will be obligated to purchase all of the securities of the series offered if
any of the securities are purchased, unless the applicable prospectus
supplement or pricing supplement says otherwise. Any initial public offering
price and any discounts or concessions allowed, re-allowed or paid to dealers
may be changed from time to time.

Dealers

We may sell securities to one or more remarketing firms, acting as
principals for their own accounts or as agents for Wachovia, who will remarket
the securities upon purchasing them in accordance with a redemption or
repayment pursuant to the terms of the securities.

Direct Sales

We may choose to sell the Offered Securities directly. In this case, no
underwriters or agents would be involved.

Institutional Purchasers

We may authorize agents, dealers or underwriters to solicit certain
institutional investors to purchase Offered Securities on a delayed delivery
basis pursuant to delayed delivery contracts providing for payment and delivery
on a specified future date. The applicable prospectus supplement or pricing
supplement will provide the details of any such arrangement, including the
offering price and commissions payable on the solicitations.

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We will enter into such delayed delivery contracts only with institutional
purchasers that we approve. Such institutions may include commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions.

Indemnification

We may have agreements with agents, underwriters, dealers and remarketing
firms to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended. Agents, underwriters,
dealers and remarketing firms, and their affiliates, may engage in transactions
with, or perform services for, us in the ordinary course of business. This
includes commercial banking and investment banking transactions.

Market Making, Stabilization and Other Transactions

Each series of securities will be a new issue and will have no established
trading market. We may elect to list any series of securities on an exchange.
Any underwriters that we use in the sale of Offered Securities may make a
market in such securities, but may discontinue such market making at any time
without notice. Therefore, we cannot assure that the securities will have a
liquid trading market.

Any underwriter may engage in stabilizing transactions, syndicate covering
transactions and penalty bids in accordance with Rule 104 under the Securities
Exchange Act of 1934, as amended. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit the underwriters
to reclaim a selling concession from a syndicate member when the securities
originally sold by that syndicate member are purchased in a syndicate covering
transaction to cover syndicate short positions. Such stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the
securities to be higher than it would otherwise be in the absence of such
transactions. The underwriters may, if they begin these transactions, end them
at any time.

NASD Matters

The underwriting and agency arrangements for any offering of the Offered
Securities in which Wachovia Securities, Inc. will participate will comply with
the requirements of Rule 2720 of the National Association of Securities
Dealers, Inc. (the "NASD") regarding an NASD member firm's participating in
distributing its affiliate's securities. NASD members participating in such an
offering will not confirm sales of the Offered Securities to discretionary
accounts.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.

LEGAL MATTERS

William M. Watson, Jr., Esq., Senior Vice President, Counsel and Secretary
of Wachovia, will issue an opinion regarding the validity of the Offered
Securities for Wachovia. Simpson Thacher & Bartlett, New York, New York will
issue an opinion as to certain legal matters for any underwriters or agents. As
to matters of New York law, Mr. Watson will rely on the opinion of Simpson
Thacher & Bartlett. From time to time, Simpson Thacher & Bartlett may provide
legal services to Wachovia and its subsidiaries.

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$300,000,000

[WACHOVIA LOGO]

Wachovia Corporation

6.925% Senior Notes due October 15, 2003

--------------------------

PROSPECTUS SUPPLEMENT

--------------------------

Merrill Lynch & Co.

Wachovia Securities, Inc.

Bear, Stearns & Co. Inc.
Chase Securities Inc.
Credit Suisse First Boston
Goldman, Sachs & Co.
Lehman Brothers
Salomon Smith Barney

October 10, 2000

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