Ownership Submission
FORM 4
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carlson Peter 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)
Principal Acct Off
(Last)
(First)
(Middle)
301 S. COLLEGE STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008
(Street)

CHARLOTTE, NC 28288
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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   D   310.8945 D $ 0 (1) 0 I By 401K
Common Stock 12/31/2008   F   3,377 D $ 5.54 9,319.13 D  
Common Stock 12/31/2008   D   9,319.13 D $ 0 (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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) (2) $ 37.43 12/31/2008   D     1,561 04/22/2004(3) 04/22/2013 Common Stock 1,561 $ 0 (4) 0 D  
ESOP (Right to Buy) (2) $ 44.65 12/31/2008   D     3,048 04/19/2005(5) 07/19/2014 Common Stock 3,048 $ 0 (4) 0 D  
ESOP (Right to Buy) (2) $ 50.38 12/31/2008   D     3,750 04/18/2006(6) 04/18/2015 Common Stock 3,750 $ 0 (4) 0 D  
ESOP (Right to Buy) (2) $ 56.05 12/31/2008   D     5,625 03/31/2007(7) 03/31/2016 Common Stock 5,625 $ 0 (4) 0 D  
ESOP (Right to Buy) (8) $ 58.36 12/31/2008   D     2,963 02/20/2008(9) 02/20/2017 Common Stock 2,963 $ 0 (4) 0 D  
ESOP (Right to Buy) (10) $ 33.79 12/31/2008   D     7,474 02/19/2009(11) 02/19/2018 Common Stock 7,474 $ 0 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carlson Peter M
301 S. COLLEGE STREET
CHARLOTTE, NC 28288
      Principal Acct Off  

Signatures

 Peter M. Carlson   01/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) 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.
(3) 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
(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) The option becomes exercisable in substanially equal installments on each of the five anniversaries of the date of grant (20% per year), beginning 04/19/2005.
(6) The option becomes exercisable in substanially equal installments on each of the five anniversaries of the date of grant (20% per year), beginning 04/18/2006.
(7) The option becomes exercisable in substanially equal installments on each of the five anniversaries of the date of grant (20% per year), beginning 03/31/2007.
(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 substantially equal installments on each of the five anniversaries of the date of grant (20% per year) beginning Feb 20, 2008.
(10) 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.
(11) 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.

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