- 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 ^* KELLY STANHOPE A	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, Pres of Wealth Mgmt.
(Last) (First) (Middle) WACHOVIA CORPORATION, 932 KENLEIGH CIRCLE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/31/2008
(Street) WINSTON SALEM, NC 27106 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2008		D		2549.4371	D	$0 ⁽¹⁾	0	I	By RSPSP Trust/401k
Common Stock	12/31/2008		D		1815	D	$0 ⁽¹⁾	0	I	By Daughter 2 (HK)
Common Stock	12/31/2008		D		2065	D	$0 ⁽¹⁾	0	I	By Daughter
Common Stock	12/31/2008		F		13052	D	$5.54	183360.0436	D
Common Stock	12/31/2008		D		183360.0436 ⁽²⁾	D	$0 ⁽¹⁾	0	D

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
ESOP (Right to Buy) ⁽³⁾	$42.91	12/31/2008		D			2330	1/22/2000 ⁽⁴⁾	1/22/2009	Common Stock	2330	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁶⁾	$32.00	12/31/2008		D			3124	1/28/2001 ⁽⁷⁾	1/28/2010	Common Stock	3124	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$42.91	12/31/2008		D			47670	1/22/2000 ⁽⁹⁾	1/22/2009	Common Stock	47670	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$44.59	12/31/2008		D			40000	4/23/2000 ⁽¹⁰⁾	4/23/2009	Common Stock	40000	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$32.00	12/31/2008		D			76876	1/28/2001 ⁽⁷⁾	1/28/2010	Common Stock	76876	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$25.59	12/31/2008		D			80000	10/27/2001 ⁽¹¹⁾	10/27/2010	Common Stock	80000	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$33.69	12/31/2008		D			120000	1/26/2002 ⁽¹²⁾	1/26/2011	Common Stock	120000	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$37.98	12/31/2008		D			119350	4/16/2003 ⁽¹³⁾	4/16/2012	Common Stock	119350	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$37.43	12/31/2008		D			104496	4/22/2004 ⁽¹⁴⁾	4/22/2013	Common Stock	104496	$0 ⁽⁵⁾	0	D
ESOP ⁽¹⁵⁾	$44.65	12/31/2008		D			61461	4/19/2005 ⁽¹⁶⁾	4/19/2014	Common Stock	61461	$0 ⁽⁵⁾	0	D
ESOP ⁽¹⁷⁾	$50.38	12/31/2008		D			64441	4/18/2006 ⁽¹⁸⁾	4/18/2015	Common Stock	64441	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽⁸⁾	$56.05	12/31/2008		D			78320	3/31/2007 ⁽¹⁹⁾	3/30/2016	Common Stock	78320	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽²⁰⁾	$58.36	12/31/2008		D			25397	2/20/2008 ⁽²¹⁾	2/20/2017	Common Stock	25397	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽²²⁾	$41.00	12/31/2008		D			13036	2/19/2009 ⁽²³⁾	2/19/2018	Common Stock	13036	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽²²⁾	$48.00	12/31/2008		D			15209	2/19/2009 ⁽²³⁾	2/19/2018	Common Stock	15209	$0 ⁽⁵⁾	0	D
ESOP (Right to Buy) ⁽²²⁾	$33.79	12/31/2008		D			43800	2/19/2009 ⁽²³⁾	2/19/2018	Common Stock	43800	$0 ⁽⁵⁾	0	D

Explanation of Responses:
( 1)	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.
( 2)	Includes 43,800 shares of unvested restricted stock with respect to which provisions exist to allow for the withholding of shares to satisfy tax withholding obligations.
( 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)	The option becomes exercisable in 20% increments on each of January 22, 2000, 2001, 2002, 2003, and 2004, respectively.
( 5)	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.
( 6)	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.
( 7)	The option becomes exercisable in 20% increments on each of January 28, 2001, 2002, 2003, 2004, and 2005, respectively.
( 8)	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.
( 9)	The option becomes exercisable in 20% increments on each of January 22, 2000, 2001, 2002, 2003, and 2004, respectively.
( 10)	The option becomes exercisable in 20% increments on each of April 23, 2000, 2001, 2002, 2003, and 2004, respectively.
( 11)	The option becomes exercisable in 20% increments on each of October 27, 2001, 2002, 2003, 2004, and 2005, respectively.
( 12)	The option becomes exercisable in 33.33% increments on each of January 26, 2002, 2003, and 2004, respectively.
( 13)	The option vests in three equal annual installments, beginning on 4/16/2003.
( 14)	The option becomes exercisable in substantially equal installments on each of the five anniversaries of the date of grant (20% per year), beginning 4/22/04.
( 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. The exercise of certain options in any one-year is limited to 100,000 dollars.
( 16)	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.
( 17)	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.
( 18)	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.
( 19)	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.
( 20)	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.
( 21)	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.
( 22)	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.
( 23)	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
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KELLY STANHOPE A WACHOVIA CORPORATION 932 KENLEIGH CIRCLE WINSTON SALEM, NC 27106			SEVP, Pres of Wealth Mgmt.

Signatures
Stanhope A. Kelly		1/4/2009
^** Signature of Reporting Person		Date

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