FOR IMMEDIATE RELEASE	AT

FRIDAY, APRIL 10, 1998                                                                                                                                  (202) 616-2771

                                                                                                                                                                                TDD (202) 514-1888





JUSTICE DEPARTMENT APPROVES FIRST UNION/CORESTATES MERGER AFTER
PARTIES AGREE TO $1.1 BILLION DIVESTITURE IN PENNSYLVANIA




	WASHINGTON, D.C. --  The Department of Justice's Antitrust
Division today cleared the $16.6 billion merger of First Union
Corporation with CoreStates Financial Corporation after an
agreement was reached to divest 32 branch offices in
Pennsylvania, offices whose total deposits are approximately $1.1
billion. 

 	"This divestiture ensures that small businesses and other
consumers will continue to receive the most competitive loan
rates and the best banking services," stated Joel I. Klein,
Assistant Attorney General in charge of the Antitrust Division.  
	The divestitures include 32 CoreStates branches located in
Philadelphia, Delaware and Montgomery counties and Lehigh Valley.

	In addition, First Union has agreed that it will not take
steps to preclude other financial institutions from leasing or
purchasing any bank branches that it may close due to
consolidation resulting from this merger.  Subject to regulatory
approvals, the 32 branches and associated loans and deposits that
First Union will divest will be sold to one or more 
competitively suitable buyers.   

	The proposed merger of First Union Corporation and
CoreStates Financial Corporation is subject to the approval of
the Board of Governors of the Federal Reserve System.  The
Department said it will advise the Federal Reserve Board that,
subject to divestiture of the branch offices and associated loans
and deposits, the Division will not challenge the merger. 

	First Union Corporation is headquartered in Charlotte, North
Carolina. It has 1,900 offices, with $90.4 billion in deposits
and $144 billion in assets.  

	CoreStates Financial Corporation is headquartered in
Philadelphia, Pennsylvania.  It has 550 offices, with $33.8
billion in deposits and $47.6 billion in assets.	

	The Antitrust Division's investigation was conducted jointly
with the Pennsylvania Attorney General's Office. 

	A list of the branches to be sold is attached.

###


98-176