- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CARROLL DAVID M	2. Issuer Name and Ticker or Trading Symbol WACHOVIA CORP NEW [ WB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) SEVP & Head of Cap. MGMT
(Last)          (First)          (Middle) WACHOVIA CORPORATION, ONE WACHOVIA CENTER	3. Date of Earliest Transaction (MM/DD/YYYY) 12/31/2008
(Street) CHARLOTTE, NC 28288-0009 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2008		F		23855	D	$5.54	294734.1196	D
Common Stock	12/31/2008		D		294734.1196   (1)	D	$0   (2)	0	D
Common Stock	12/31/2008		D		762.5943	D	$0   (2)	0	I	By 401(k) plan

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
ESOP (Right to Buy)   (3)	$54.9375	12/31/2008		D			1820	4/20/2000	4/20/2009	Common Stock	1820	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$54.9375	12/31/2008		D			24780	4/20/2000	4/20/2009	Common Stock	24780	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$34.9375	12/31/2008		D			36450	12/14/2000	12/14/2009	Common Stock	36450	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$31.5625	12/31/2008		D			85050	1/3/2001	1/3/2010	Common Stock	85050	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$30.40	12/31/2008		D			150000	4/17/2002   (6)	4/17/2011	Common Stock	150000	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$34.92	12/31/2008		D			178300	7/31/2002	7/31/2011	Common Stock	178300	$34.92   (4)	0	D
ESOP (Right to Buy)   (5)	$37.98	12/31/2008		D			118671	4/16/2003   (7)	4/16/2012	Common Stock	118671	$0   (4)	0	D
ESOP (Right to Buy)   (5)	$37.43	12/31/2008		D			148431	4/22/2004   (8)	4/22/2013	Common Stock	148431	$0   (4)	0	D
ESOP   (9)	$44.65	12/31/2008		D			96032	4/19/2005   (10)	4/19/2014	Common Stock	96032	$0   (4)	0	D
ESOP   (11)	$50.38	12/31/2008		D			88606	4/18/2006   (12)	4/18/2015	Common Stock	88606	$0   (4)	0	D
ESOP (Right to Buy)   (13)	$56.05	12/31/2008		D			107690	3/31/2007   (14)	3/30/2016	Common Stock	107690	$0   (4)	0	D
ESOP (Right to Buy)   (15)	$58.36	12/31/2008		D			35274	2/20/2008   (16)	2/20/2017	Common Stock	35274	$0   (4)	0	D
ESOP (Right to Buy)   (17)	$41.00	12/31/2008		D			81473	2/19/2009   (18)	2/19/2018	Common Stock	81473	$0   (4)	0	D
ESOP (Right to Buy)   (17)	$48.00	12/31/2008		D			95052	2/19/2009   (18)	2/19/2018	Common Stock	95052	$0   (4)	0	D
ESOP (Right to Buy)   (17)	$33.79	12/31/2008		D			82125	2/19/2009   (18)	2/19/2018	Common Stock	82125	$0   (4)	0	D

Explanation of Responses:
( 1)	Includes 116,343 shares of unvested restricted stock with respect to which provisions exist to allow for the withholding of shares to satisfy tax withholding obligations.
( 2)	Shares disposed of in the merger between Wachovia Corporation and Wells Fargo & Company pursuant to which each share of Wachovia Corporation common stock was exchanged for .1991 shares of Wells Fargo common stock.
( 3)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. The exercise of certain options in any one-year is limited to 100,000 dollars
( 4)	In the merger of Wachovia Corporation and Wells Fargo & Company, each outstanding option to purchase Wachovia Corporation common stock was converted to an option to purchase Wells Fargo stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Wachovia Corporation options by .1991 and the exercise price was adjusted by dividing the Wachovia Corporation exercise price by .1991.
( 5)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price.
( 6)	The option vests in the following increments: 50,000 shares on 4/17/02, 4/17/03 and 4/17/04.
( 7)	The option vests in three equal annual installments, beginning on 4/16/2003.
( 8)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year), beginning 4/22/2004.
( 9)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price. The exercise of certain options in any one-year is limited to 100,000 dollars.
( 10)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% pe r year), beginning April 19, 2005.
( 11)	Provisions exist with respect to these shares to allow for the witholding of shares to satisfy tax witholding obligations and the witholding of shares in payment of the exercise price.
( 12)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning April 18, 2006.
( 13)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price.
( 14)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning March 31, 2007.
( 15)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price.
( 16)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning Feb 20, 2008.
( 17)	Provisions exist with respect to these shares to allow for the withholding of shares to satisfy tax withholding obligations and the withholding of shares in payment of the exercise price.
( 18)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning Feb. 19, 2009.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARROLL DAVID M WACHOVIA CORPORATION ONE WACHOVIA CENTER CHARLOTTE, NC 28288-0009			SEVP & Head of Cap. MGMT

Signatures
David M. Carroll		7/19/2005
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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