<PAGE>   1

    As filed with the Securities and Exchange Commission on August 17, 2000.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      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)

                                   ----------

                             First Union Corporation
                Financial Consultants Deferred Compensation Plan
                            (Full title of the plan)

                                   ----------

                              Mark C. Treanor, 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) 374-6375
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Title of                                          Proposed maximum       Proposed maximum       Amount of
securities to               Amount to be          offering price         aggregate              registration
be registered               registered            per share              offering price         fee
------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                    <C>                    <C>
Deferred Compensation       $18,000,000 (1)       100%                   $18,000,000            $4,752 (2)
 Obligations
============================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of First
Union Corporation to pay deferred compensation in the future under the First
Union Corporation Financial Consultants Deferred Compensation Plan.
(2) Computed in accordance with Rule 457 (h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.

<PAGE>   2


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by First Union Corporation (the "Corporation") are incorporated by
reference in this Registration Statement:

         (i) the Corporation's Annual Report on Form 10-K for the year ended
         December 31, 1999;

         (ii)the Corporation's Quarterly Report on Form 10-Q for the quarters
         ended March 31, 2000 and June 30, 2000; and

         (iii)the Corporation's Current Reports on Form 8-K dated as of March
         10, 2000, June 26, 2000 and July 7, 2000.

         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, as amended (including the rules and regulations thereunder, the "Exchange
Act") 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 Common Stock issuable under the Plan has
been passed upon for the Corporation by Kent S. Hathaway, Esq., Senior Vice
President and Deputy General Counsel of the Corporation. Mr. Hathaway owns
shares of Common Stock and holds options to purchase additional shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

         Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act (the "NCBCA"), 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 against reasonable expenses 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


                                       2

<PAGE>   3


provided in the statute that the director or officer meets a certain standard of
conduct, provided when a director or officer is liable to the corporation or
liable on the basis of receiving a personal benefit, 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 Corporation against
liabilities 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 NCBCA, 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 $200,000,000, 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.


                                       3



<PAGE>   4


Item 8.  Exhibits.

Exhibit No.                Description
-----------                -----------

(3)(a)            -Restated Articles of Incorporation of the Corporation.
                  (Incorporated by reference to Exhibit (4) to the Corporation's
                  1998 Third Quarter Report on Form 10-Q.)

(3)(b)            -Bylaws of the Corporation, as amended.  (Incorporated by
                  reference to Exhibit (3)(b) to the Corporation's 1995 Annual
                  Report on Form 10-K.)

(4)(a)            -Shareholder Protection Rights Agreement, as amended and
                  restated.  (Incorporated by reference to Exhibit (4) to the
                  Corporation's Current Report on Form 8-K dated October 16,
                  1996.)

(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 Kent S. Hathaway, Esq.

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

(23)(b)           -Consent of Kent S. Hathaway, Esq. (Included in Exhibit (5).)

(24)              -Power of Attorney.



                                       4


<PAGE>   5


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; 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 information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 (as
                           amended, the "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.

                                       5


<PAGE>   6


                  (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 or 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.


                                       6


<PAGE>   7


                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on
August 17, 2000.


                                                  FIRST UNION CORPORATION

                                                  By:  /s/ Kent S. Hathaway
                                                       ------------------------
                                                       Kent S. Hathaway
                                                       Senior Vice President


Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

   Edward E. Crutchfield *                  Chairman and Director
---------------------------------------
   Edward E. Crutchfield


   G. Kennedy Thompson*                     President and Chief
---------------------------------------       Executive Officer and Director
   G. Kennedy Thompson


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


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


   Edward E. Barr*                          Director
---------------------------------------
   Edward E. Barr


   G. Alex Bernhardt*                       Director
---------------------------------------
   G. Alex Bernhardt



                                       7

<PAGE>   8


   Erskine B. Bowles*                       Director
---------------------------------------
   Erskine B. Bowles


   W. Waldo Bradley *                       Director
---------------------------------------
   W. Waldo Bradley


   Robert J. Brown *                        Director
---------------------------------------
   Robert J. Brown


   A. Dano Davis                            Director
---------------------------------------
   A. Dano Davis


   Norwood H. Davis*                        Director
---------------------------------------
   Norwood H. Davis


   B. F. Dolan *                            Director
---------------------------------------
   B. F. Dolan


   Roddey Dowd, Sr.*                        Director
---------------------------------------
   Roddey Dowd, Sr.


   William H. Goodwin, Jr. *                Director
---------------------------------------
   William H. Goodwin, Jr.


   Frank M. Henry *                         Director
---------------------------------------
   Frank M. Henry


                                            Director
---------------------------------------
   James E.S. Hynes


   Ernest E. Jones*                         Director
---------------------------------------
   Ernest E. Jones


   Herbert Lotman*                          Director
---------------------------------------
   Herbert Lotman


                                       8

<PAGE>   9


   Radford D. Lovett *                      Director
---------------------------------------
   Radford D. Lovett


   Mackey J. McDonald*                      Director
---------------------------------------
   Mackey J. McDonald


   Patricia A. McFate*                      Director
---------------------------------------
   Patricia A. McFate


   Joseph Neubauer *                        Director
---------------------------------------
   Joseph Neubauer


   James M. Seabrook*                       Director
---------------------------------------
   James M. Seabrook


   Ruth G. Shaw *                           Director
---------------------------------------
   Ruth G. Shaw


   Lanty L. Smith*                          Director
---------------------------------------
   Lanty L. Smith





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

/s/ Kent S. Hathaway
---------------------------------------
    Kent S. Hathaway

Date: August 17, 2000



                                       9


<PAGE>   10


                                  EXHIBIT INDEX

Number          Description                         Location
------          -----------                         --------

(3)(a)          -Restated Articles of               Incorporated by
                 Incorporation of the               reference to Exhibit (4)
                 Corporation.                       to the
                                                    Corporation's 1998
                                                    Third Quarter
                                                    Report on Form 10-Q.

(3)(b)          -Bylaws of the Corporation,         Incorporated by
                 as amended.                        reference to Exhibit (3)(b)
                                                    to the Corporation's
                                                    1995 Annual Report on
                                                    Form 10-K.

(4)(a)          -Shareholder Protection             Incorporated by
                 Rights Agreement, as               reference to Exhibit (4)
                 amended and restated.              to the Corporation's
                                                    Current Report on
                                                    Form 8-K dated
                                                    October 16, 1996.

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

(5)             -Opinion of Kent S. Hathaway,       Filed herewith.
                 Esq.

(23)(a)         -Consent of KPMG LLP.               Filed herewith.

(23)(b)         -Consent of Kent S. Hathaway,       Included in Exhibit (5).
                 Esq.

(24)            -Power of Attorney.                 Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FIRST UNION CORPORATION", "secsgml_size_bytes": 20489}]
{"company-data": {"conformed-name": "FIRST UNION CORP", "cik": "0000036995", "assigned-sic": "6021", "irs-number": "560898180", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43960", "film-number": "704594"}, "business-address": {"street1": "ONE FIRST UNION CTR", "city": "CHARLOTTE", "state": "NC", "zip": "28288-0013", "phone": "7043746565"}, "mail-address": {"street1": "ONE FIRST UNION CENTER", "street2": "301 S TRYON ST", "city": "CHARLOTTE", "state": "NC", "zip": "28288-0137"}, "former-company": [{"former-conformed-name": "CAMERON FINANCIAL CORP", "date-changed": "19750522"}, {"former-conformed-name": "FIRST UNION NATIONAL BANCORP INC", "date-changed": "19721115"}]}
1

    As filed with the Securities and Exchange Commission on August 17, 2000.
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      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)

                                   ----------

                             First Union Corporation
                Financial Consultants Deferred Compensation Plan
                            (Full title of the plan)

                                   ----------

                              Mark C. Treanor, 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) 374-6375
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of                                          Proposed maximum       Proposed maximum       Amount of
securities to               Amount to be          offering price         aggregate              registration
be registered               registered            per share              offering price         fee
------------------------------------------------------------------------------------------------------------
Deferred Compensation       $18,000,000 (1)       100%                   $18,000,000            $4,752 (2)
 Obligations
============================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of First
Union Corporation to pay deferred compensation in the future under the First
Union Corporation Financial Consultants Deferred Compensation Plan.
(2) Computed in accordance with Rule 457 (h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
2

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by First Union Corporation (the "Corporation") are incorporated by
reference in this Registration Statement:

         (i) the Corporation's Annual Report on Form 10-K for the year ended
         December 31, 1999;

         (ii)the Corporation's Quarterly Report on Form 10-Q for the quarters
         ended March 31, 2000 and June 30, 2000; and

         (iii)the Corporation's Current Reports on Form 8-K dated as of March
         10, 2000, June 26, 2000 and July 7, 2000.

         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, as amended (including the rules and regulations thereunder, the "Exchange
Act") 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 Common Stock issuable under the Plan has
been passed upon for the Corporation by Kent S. Hathaway, Esq., Senior Vice
President and Deputy General Counsel of the Corporation. Mr. Hathaway owns
shares of Common Stock and holds options to purchase additional shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

         Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act (the "NCBCA"), 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 against reasonable expenses 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

                                       2
3

provided in the statute that the director or officer meets a certain standard of
conduct, provided when a director or officer is liable to the corporation or
liable on the basis of receiving a personal benefit, 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 Corporation against
liabilities 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 NCBCA, 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 $200,000,000, 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.

                                       3
4

Item 8.  Exhibits.

Exhibit No.                Description
-----------                -----------

(3)(a)            -Restated Articles of Incorporation of the Corporation.
                  (Incorporated by reference to Exhibit (4) to the Corporation's
                  1998 Third Quarter Report on Form 10-Q.)

(3)(b)            -Bylaws of the Corporation, as amended.  (Incorporated by
                  reference to Exhibit (3)(b) to the Corporation's 1995 Annual
                  Report on Form 10-K.)

(4)(a)            -Shareholder Protection Rights Agreement, as amended and
                  restated.  (Incorporated by reference to Exhibit (4) to the
                  Corporation's Current Report on Form 8-K dated October 16,
                  1996.)

(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 Kent S. Hathaway, Esq.

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

(23)(b)           -Consent of Kent S. Hathaway, Esq. (Included in Exhibit (5).)

(24)              -Power of Attorney.

                                       4
5

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; 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 information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 (as
                           amended, the "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.

                                       5
6

                  (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 or 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.

                                       6
7

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on
August 17, 2000.

                                                  FIRST UNION CORPORATION

                                                  By:  /s/ Kent S. Hathaway
                                                       ------------------------
                                                       Kent S. Hathaway
                                                       Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

   Edward E. Crutchfield *                  Chairman and Director
---------------------------------------
   Edward E. Crutchfield

   G. Kennedy Thompson*                     President and Chief
---------------------------------------       Executive Officer and Director
   G. Kennedy Thompson

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

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

   Edward E. Barr*                          Director
---------------------------------------
   Edward E. Barr

   G. Alex Bernhardt*                       Director
---------------------------------------
   G. Alex Bernhardt

                                       7
8

   Erskine B. Bowles*                       Director
---------------------------------------
   Erskine B. Bowles

   W. Waldo Bradley *                       Director
---------------------------------------
   W. Waldo Bradley

   Robert J. Brown *                        Director
---------------------------------------
   Robert J. Brown

   A. Dano Davis                            Director
---------------------------------------
   A. Dano Davis

   Norwood H. Davis*                        Director
---------------------------------------
   Norwood H. Davis

   B. F. Dolan *                            Director
---------------------------------------
   B. F. Dolan

   Roddey Dowd, Sr.*                        Director
---------------------------------------
   Roddey Dowd, Sr.

   William H. Goodwin, Jr. *                Director
---------------------------------------
   William H. Goodwin, Jr.

   Frank M. Henry *                         Director
---------------------------------------
   Frank M. Henry

                                            Director
---------------------------------------
   James E.S. Hynes

   Ernest E. Jones*                         Director
---------------------------------------
   Ernest E. Jones

   Herbert Lotman*                          Director
---------------------------------------
   Herbert Lotman

                                       8
9

   Radford D. Lovett *                      Director
---------------------------------------
   Radford D. Lovett

   Mackey J. McDonald*                      Director
---------------------------------------
   Mackey J. McDonald

   Patricia A. McFate*                      Director
---------------------------------------
   Patricia A. McFate

   Joseph Neubauer *                        Director
---------------------------------------
   Joseph Neubauer

   James M. Seabrook*                       Director
---------------------------------------
   James M. Seabrook

   Ruth G. Shaw *                           Director
---------------------------------------
   Ruth G. Shaw

   Lanty L. Smith*                          Director
---------------------------------------
   Lanty L. Smith

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

/s/ Kent S. Hathaway
---------------------------------------
    Kent S. Hathaway

Date: August 17, 2000

                                       9
10

                                  EXHIBIT INDEX

Number          Description                         Location
------          -----------                         --------

(3)(a)          -Restated Articles of               Incorporated by
                 Incorporation of the               reference to Exhibit (4)
                 Corporation.                       to the
                                                    Corporation's 1998
                                                    Third Quarter
                                                    Report on Form 10-Q.

(3)(b)          -Bylaws of the Corporation,         Incorporated by
                 as amended.                        reference to Exhibit (3)(b)
                                                    to the Corporation's
                                                    1995 Annual Report on
                                                    Form 10-K.

(4)(a)          -Shareholder Protection             Incorporated by
                 Rights Agreement, as               reference to Exhibit (4)
                 amended and restated.              to the Corporation's
                                                    Current Report on
                                                    Form 8-K dated
                                                    October 16, 1996.

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

(5)             -Opinion of Kent S. Hathaway,       Filed herewith.
                 Esq.

(23)(a)         -Consent of KPMG LLP.               Filed herewith.

(23)(b)         -Consent of Kent S. Hathaway,       Included in Exhibit (5).
                 Esq.

(24)            -Power of Attorney.                 Filed herewith.