BB&T FINANCIAL CORP, S-3, 1994-06-17

BB&T FINANCIAL CORP
S-3, 1994-06-17
STATE COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BB&T FINANCIAL CORPORATION
(Exact name of Issuer as specified in Charter)
223 WEST NASH STREET
WILSON, WILSON COUNTY, NORTH CAROLINA 27893
(Address of principal executive offices)
919/399-4291
(Issuer's Telephone Number Including Area Code)
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<S> <C>
NORTH CAROLINA 56-1056232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
COPY TO:
SCOTT E. REED ARCH E. LYNCH, JR., ESQ.
223 WEST NASH STREET POYNER & SPRUILL, L.L.P.
WILSON, WILSON COUNTY, NORTH CAROLINA 27893 3600 GLENWOOD AVENUE
919/399-4291 RALEIGH, NORTH CAROLINA 27612
(Name, Address and Telephone Number 919/783-6400
of Agent for Service)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
CALCULATION OF REGISTRATION FEE
[CAPTION]
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<S> <C> <C> <C> <C>
PROPOSED
MAXIMUM
TITLE OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER UNIT (1) (1) FEE (1)
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Common Stock
$2.50 par value........... 2,000,000 shares $30.00 $60,000,000 $20,690
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee on the basis of the average of the high and low sales
prices of the Registrant's Common Stock, as reported on the NASDAQ National
Market System on June 13, 1994.

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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SECURITIES COVERED BY THIS PROSPECTUS IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF BB&T FINANCIAL CORPORATION SINCE THE DATE HEREOF.
TABLE OF CONTENTS
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PAGE
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AVAILABLE INFORMATION.................................. 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........ 3
BB&T FINANCIAL CORPORATION............................. 4
USE OF PROCEEDS........................................ 4
DESCRIPTION OF THE PLAN................................ 4
Purpose.............................................. 6
1. What is the purpose of the Plan?................. 6
Participation Alternatives........................... 6
2. What alternatives are available to participants
in the Plan?..................................... 6
Advantages........................................... 6
3. What are the advantages of the Plan?............. 6
Administration....................................... 7
4. Who administers the Plan for participants?....... 7
Participation........................................ 7
5. Who is eligible to participate?.................. 7
6. How does an eligible shareholder participate?.... 7
7. When may an eligible shareholder enroll in the
Plan?............................................ 8
8. What does the Authorization Form
provide?......................................... 8
9. How may a participant change participation
alternatives under the Plan?..................... 8
Costs................................................ 9
10. Are there any expenses to participants in
connection with purchases under the Plan?........ 9
Purchases............................................ 9
11. What is the source of shares purchased under the
Plan?............................................ 9
12. How many shares will be purchased for
participants?.................................... 9
13. What will be the price of shares of Common Stock
purchased under the Plan?........................ 9
14. How will the discounted purchase price of "not
less than 95%" of the fair market value of Common
Stock described in Question 13 be determined?.... 10
15. How will participants be informed of the amount
of the discounted purchase price to fair market
value as in effect from time to time?............ 10
16. When will purchases of shares of Common Stock be
made?............................................ 10
Optional Cash Payments............................... 10
17. How do optional cash payments work?.............. 10
18. How may optional cash payments be
made?............................................ 11
Reports to Participants.............................. 11
19. What kind of reports will be sent to participants
in the Plan?..................................... 11

PAGE
Dividends on Fractions of Shares..................... 11
20. Will participants be credited with cash dividends
on full and fractional shares held in their
accounts under the Plan?......................... 11
Certificates for Shares.............................. 11
21. Will stock certificates be issued for the shares
of Common Stock purchased?....................... 11
22. In whose name will certificates be registered
when issued to participants?..................... 12
Change of Participation, Withdrawals and
Termination........................................ 12
23. How do participants change their method of
participation?................................... 12
24. How does a participant withdraw shares from his
or her Plan Account?............................. 12
25. How does a participant terminate participation in
the Plan?........................................ 12
26. When may a participant terminate participation in
the Plan?........................................ 13
Taxes................................................ 13
27. What are the Federal income tax consequences of
participation in the Plan?....................... 13
Other Information.................................... 14
28. What happens when you sell or transfer all of the
shares registered in your name?.................. 14
29. What happens when you sell or transfer some but
not all of the shares registered in your name?... 14
30. If the Corporation has a rights offering, how
will the rights on the Plan shares be handled?... 14
31. What happens if the Corporation issues a dividend
payable in stock or declares a stock split?...... 15
32. How will a participant's shares held by the Plan
Administrator be voted at shareholders'
meetings?........................................ 15
33. What are the responsibilities of the Corporation
and the Plan Administrator under the Plan?....... 15
34. May the Plan be changed or discontinued?......... 15
35. How may shareholders obtain answers to other
questions regarding the Plan?.................... 16
36. What provision is made for those shareholders
whose dividends are subject to income tax
withholdings?.................................... 16
CORPORATION CAPITAL STOCK
General.............................................. 16
Common Stock......................................... 16
LEGAL OPINION.......................................... 17
EXPERTS................................................ 17
INDEMNIFICATION........................................ 17
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P R O S P E C T U S
BB&T FINANCIAL CORPORATION
2,000,000 SHARES
OF
COMMON STOCK
($2.50 PAR VALUE)
OFFERED AS SET FORTH HEREIN
PURSUANT TO
BB&T FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of BB&T Financial Corporation
("Corporation") provides participants in the Plan with a convenient and
economical way of investing dividends and optional cash payments in additional
shares of the common stock, $2.50 par value ("Common Stock"), of the
Corporation. Any holder of record of Common Stock is eligible to participate in
the Plan.
Participants in the Plan may:
(Bullet) have cash dividends on all or part of their shares reinvested
automatically in shares of Common Stock at a price of not less
than 95% of the then current market value;
(Bullet) invest optional cash payments in shares of Common Stock at the
then current market value provided that each payment is at
least $25 and total payments by a participant in any calendar
month do not exceed $4,000;
The price per share of Common Stock purchased for participants in the Plan from
the reinvested dividends on their holdings of Common Stock will not be less than
95% (subject to annual adjustment) of the closing sales price for the shares in
the over-the-counter market as reported under the National Association of
Securities Dealers Automated Quotations ("NASDAQ") National Market System on the
trading day immediately preceding the applicable purchase date. While the shares
will generally come from authorized but unissued Common Stock, the Corporation
reserves the right to have shares purchased for participants in open market
transactions under certain circumstances. On June 13 1994, the closing sales
price for the shares of Common Stock as reported under the NASDAQ National
Market System was $30.25 per share.
A shareholder who is not presently participating in the Plan may become a
participant by completing the enclosed Authorization Form and returning it to
the Plan Administrator, Dividend Reinvestment Plan, P.O. Box 1847, Wilson, North
Carolina 27893. However, if you are already enrolled in the Dividend
Reinvestment and Shareholder Savings Services, you will remain a participant in
the Plan automatically and without any further action on your part. A
shareholder who does not wish to participate in the Plan need not make any
response and will continue to receive cash dividends, if and when declared, in
the usual manner. Any questions about the administration of the Plan, should be
directed to the Plan Administrator at 919/399-4606.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JUNE 17, 1994.

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AVAILABLE INFORMATION
BB&T Financial Corporation (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files periodic reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission") containing information relating to the business, financial
statements, directors, officers and principal holders of its securities and
other matters. Such reports, proxy statements and other information concerning
the Corporation are available for inspecting and copying at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its regional offices at 26 Federal
Plaza, Room 1100, New York, New York 10278; and at 219 S. Dearborn Street Room
1204, Chicago, Illinois 60604. Copies of the foregoing materials also can be
obtained at prescribed rates by request in writing directed to the Commission,
Public Reference Section, Washington, D.C. 20549. Additional updating
information with respect to the Plan and the securities offered by this
Prospectus may be provided in the future to participants under the Plan by means
of appendices to this Prospectus or, if appropriate, in other documents
subsequently filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following documents filed with the Commission:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 filed pursuant to Section 13 of the Exchange Act;
(b) The Corporation's definitive Proxy Statement filed pursuant to
Section 14 of the Exchange Act in connection with its 1994 Annual Meeting
of Shareholders; and
(c) Corporation's Current Reports on Form 8-K dated January 10, 1994
and February 4, 1994 and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, filed pursuant to Section 13 of the Exchange Act.
All other reports filed by the Corporation with the Commission pursuant to
Section 13(a) and 13(c), of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of shares of
Corporation's Common Stock pursuant to the Plan, any definitive proxy or
information statement filed pursuant to Section 14 of the Exchange Act in
connection with any subsequent meetings of shareholders and any reports filed
pursuant to Section 15 of the Exchange Act prior to any such termination of the
offering of shares, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or superseded such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Corporation will provide promptly without charge to each person to whom
this Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies should be
directed to Scott E. Reed, Treasurer,
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BB&T Financial Corporation, 223 West Nash Street, Wilson, North Carolina 27893.
Telephone requests may be directed to 919/399-4291.
Additional information regarding the Corporation, the Plan described herein
and the securities offered by this Prospectus is contained in the Registration
Statement on Form S-3 and the exhibits relating thereto, as filed with the
Commission under the Securities Act of 1933, as amended. For further information
in this regard, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.
BB&T FINANCIAL CORPORATION
BB&T Financial Corporation ("Corporation"), a North Carolina corporation,
is a multi-bank holding company. Its principal direct subsidiaries are Branch
Banking and Trust Company, a North Carolina chartered commercial bank
("BB&T-NC") and BB&T Financial Corporation of South Carolina, a second-tier bank
holding company of Branch Banking and Trust Company of South Carolina
("BB&T-SC"). The Corporation's principal executive offices are located at 223
West Nash Street, Wilson, North Carolina 27893 and its telephone number is
919/399-4291.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to the
Plan will be used for general corporate purposes, including investments in, or
extensions of credit to, the Corporation's banking subsidiaries BB&T-NC and
BB&T-SC. The Corporation is unable to indicate the amount of the proceeds that
will be devoted to any particular purpose.
DESCRIPTION OF THE PLAN
In September 1978, the Corporation activated its plan for the reinvestment
of cash dividends paid to its shareholders by providing for purchases of the
Corporation's outstanding shares of Common Stock either at market or in
negotiated transactions. Such plan, identified as its Automatic Dividend
Reinvestment and Shareholder Savings Service, also provided for optional cash
payments of not less than $25 or more than $1,000 during any calendar month for
purchase of its outstanding shares. First and Merchants National Bank was
initially appointed as administrator of such reinvestment plan and continued to
serve in such capacity until August, 1983. Subsequently, such reinvestment plan
was modified and BB&T-NC assumed the administrative duties under such
reinvestment plan.
Pursuant to action of the Corporation's Board of Directors taken on July
17, 1984, the Corporation adopted certain amendments to the foregoing
reinvestment plan relating to purchases of shares directly from the Corporation
at a 5% discount to the fair market value, exclusive of shares purchased through
optional cash payments made by participants.
In July 1988, the Corporation's Board of Directors amended the Dividend
Reinvestment and Shareholder Savings Service and reserved a total of 1,500,000
shares of the Corporation's authorized but unissued common stock, par value
$2.50 per share, for issuance under its terms. In January 1994, the
Corporation's directors reserved an additional 2,000,000 shares of Common Stock
for issuance pursuant to the Plan and also effected other modifications and
changes to the form of the Plan principally involving (i) an increase in the
maximum permitted amount of optional cash payments from $2,000 to $4,000 per
calendar month. (ii) the conferral of
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discretionary authority to the Corporation's Board of Directors to determine and
to adjust from time to time on an annual basis the amount of the discounted
purchase price applicable to purchases of Common Stock, 1% or integers thereof,
through utilization of cash dividends but under no circumstance at a purchase
price less than 95% of the then current fair market value of the shares, (iii)
the designation of State Street Bank and Trust Company, a banking institution
independent of and not affiliated with the Corporation, as the successor Agent
under the Plan, (iv) minor clarifying changes to the question and answer format
of the Plan, and (v) the other modifications generally involving current
information with respect to certain tax aspects of the Plan and other
developments.
In accordance with the terms of the Plan, State Street Bank and Trust
Company ("Agent") will serve as an independent agent in effecting purchases of
Common Stock on the open market for the accounts of participants. The Agent also
may be authorized to effect certain dispositions of shares otherwise provided
for under the Plan.
The Corporation's shareholders who are not participating in the Plan may
become participants by completing the Authorization Form and returning it to the
Plan Administrator in the manner set forth in the response to Question 6 which
follows. Those shareholders who presently are participating in the Plan who wish
to continue such participation need not complete the Authorization Form or take
any other action. Such shareholders will continue as participants in the Plan
automatically. The cash dividends and optional cash payments, if any, made
available under the Plan will continue to be reinvested generally in the
authorized but newly issued shares of Corporation's Common Stock. The shares to
be acquired with respect to the reinvestment of cash dividends will be made
available for purchase, either directly or on the open market at not less than
95% of the fair market value of the shares on the applicable Investment Date.
Further, purchases of newly issued shares directly from the Corporation will be
accomplished through the Plan Administrator (rather than through the agency of
the State Street Bank and Trust Company). Under certain circumstances, in the
discretion of the Corporation or the Plan Administration, shares of
Corporation's Common Stock may be purchased on the open market or may be
disposed of in accordance with the terms of the Plan. Any such transactions will
be effected through the agency of the State Street Bank and Trust Company.
The following is a statement of the material features of the Plan in a
question and answer format. Generally, the Plan permits participants to purchase
additional shares of Common Stock at any time by reinvesting cash dividends on
the shares and by making optional cash payments as described below. Such
purchases will be effected without payment of any brokerage commissions, service
charges or other fees by the participants.
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PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to continue to provide holders of record of
Corporation's Common Stock with a simple, economical and convenient method of
acquiring additional shares of Common Stock by the reinvestment of cash
dividends (at a price of not less than 95% of the fair market value) and through
optional cash payments (at a price equal to 100% of the fair market value), and
in both instances without payment of any brokerage fees or commissions, service
charges or other expenses. To the extent these additional shares generally are
purchased directly from the Corporation, the Corporation will receive additional
funds for its general corporate purposes.
PARTICIPATION ALTERNATIVES
2. WHAT ALTERNATIVES ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
As a participant in the Plan:
a. You may have cash dividends on all of.your shares automatically
reinvested. You also may make optional cash payments of not less than $25
but limited to aggregate payments of $4,000 per calendar month.
b. You may have cash dividends on less than all of your shares
automatically reinvested, while continuing to receive cash dividends on the
other shares. The right to make optional cash payments of not less than $25
up to a total of $4,000 per calendar month will continue to be available.
c. You may make optional cash payments only of not less than $25 but
limited to aggregate payments of $4,000 per calendar month, whether or not
you have elected to have cash dividends reinvested under a or b above.
ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
a. The price of those shares to be purchased with reinvested dividends
will not be less than 95% of the current market value of Common Stock, as
more fully explained under Question 13. Please note, however, no purchase
discount from current market value will be available for those shares to be
purchased with optional cash payments.
b. No brokerage fees or commissions, service charges or other direct
expenses will be paid by you in connection with purchases of Common Stock
under the Plan.
c. The funds made available will be fully invested because the Plan
permits fractions of shares of Common Stock to be credited to your account.
The cash dividends on such fractions, as well as on whole shares, credited
to your account will be reinvested in additional shares at not less than
95% of the fair market value thereof.
d. You will avoid the need for safekeeping of stock certificates for
shares of Common Stock credited to your account under the Plan.
e. The regular periodic statements and reports from the Plan
Administrator will reflect (i) the rate of the discounted purchase price
(not less than 95% of the fair market value) for purchases of shares of
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Common Stock through utilization of cash dividends, as determined by the
Corporation's directors annually based on an authorized rate of discount to
the fair market value in 1% or integers thereof; and (ii) the current
activity under your account, including purchases and latest balances, which
will simplify your record-keeping.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
BB&T-NC, a wholly-owned subsidiary of the Corporation, has been appointed
Plan Administrator. It will keep records, send statements of account to each
participant, and will perform other administrative duties relating to the Plan.
The shares of Common Stock purchased for you under the Plan will be held for you
in safekeeping by or through BB&T-NC until a termination of your participation
in the Plan or until a written request is received from you for withdrawal of
all or part of your shares. If you have any questions, please call the Plan
Administrator at 919/399-4606.
The Corporation has the authority to adopt and amend rules and regulations
to facilitate the administration of the Plan. All purchases of shares of Common
Stock for the accounts of participants on the open market will be accomplished
through the State Street Bank and Trust Company ("Agent") or such other
independent agent as may be selected by the Plan Administrator. The Agent also
may effect sales of such shares on the open market in case of the withdrawal or
termination of a participant's interests under the Plan, if authorized by the
terms of the Plan or if otherwise directed by the participant to do so. See
Questions 24 and 25.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
If you are a holder of Corporation's Common Stock registered in your name,
you are eligible to participate. If you beneficially own shares registered in
another name (for example, in the name of a broker or bank nominee), you must
either make appropriate arrangements for your broker or nominee to participate,
or you must become a shareholder of record by having all or a portion of your
shares transferred to your own name.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
Unless otherwise a participant in the Plan, the holder of record of
Corporation's Common Stock, may enroll in the Plan by checking the appropriate
box on the Authorization Form and signing and returning it to the Plan
Administrator at the address below. A return envelope will be provided for this
purpose. Where Common Stock is registered in more than one name (i.e. joint
tenants, trustees, etc.), all of the registered holders must sign. See Question
8 for more information on the Authorization Form.
All questions and communications regarding the Plan should be addressed to
the Plan Administrator at the following address:
Branch Banking and Trust Company
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 2887
Wilson, N.C. 27894-2887
919/399-4606
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7. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL IN THE PLAN?
An eligible shareholder may enroll in the Plan at any time.
Unless you select the "Optional Cash Purchases Only" investment option, you
will begin to participate in the Plan as of the dividend payment date associated
with the first dividend record date which occurs on or after the date the Plan
Administrator receives your signed Authorization Form. The dividend record dates
usually precede the dividend payment dates by approximately two weeks.
See Questions 17 and 18 to determine when those holders who select the
"Optional Cash Purchases Only" option will begin to participate in the Plan.
8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form provides for the purchase of additional shares of
the Corporation's Common Stock through the following investment options:
A. "Full Dividend Reinvestment" -- directs the investment, in
accordance with the Plan, of the cash dividends on all of the shares of
Common Stock then or subsequently registered in your name, and also permits
you to make optional cash payments for the purchase of additional shares in
accordance with the Plan;
B. "Partial Dividend Reinvestment" -- directs the investment, in
accordance with the Plan, of the cash dividends on only a specified portion
of the shares of Common Stock, and also permits you to make optional cash
payments for the purchase of additional shares in accordance with the Plan;
C. "Optional Cash Purchases Only" -- permits you to make optional cash
payments for the purchase of additional shares of Common Stock in
accordance with the Plan, but without any reinvestment of cash dividends on
those shares directly held by you. After you receive your statement on each
optional cash purchase, you may elect to receive the cash dividends on such
shares by written notification to the Plan Administrator at the address
listed in Question 6. Otherwise, such cash dividends will be automatically
reinvested pursuant to the Plan.
If you return an Authorization Form properly executed but with no
investment alternative designated, you will be enrolled in the "Full Dividend
Reinvestment" option.
You may select either of the cash dividends reinvestment alternatives or
the optional cash purchase alternative only. In all cases, the cash dividends on
shares held for your account under the Plan will be reinvested in accordance
with the Plan, including dividends on shares purchased with optional cash
payments, unless notice is given as described in paragraph C above.
9. HOW MAY A PARTICIPANT CHANGE PARTICIPATION ALTERNATIVES UNDER THE PLAN?
As a participant, you may change your investment alternatives at any time
by requesting a new Authorization Form and returning it to the Plan
Administrator at the address set forth in Question 6. (See also Questions 7 and
8.) If an Authorization Form changing the reinvestment of cash dividends is
received before the record date for payment of the related cash dividends, the
change will be effected on the related dividend payment date. If the
Authorization Form is received later than that date, the change will be put into
effect on the next cash dividends payment date.
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COSTS
10. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. All costs of administration of the Plan will be paid by the
Corporation. No brokerage fees or commissions on shares purchased under the Plan
will be paid by participants, whether the additional shares are purchased
directly from the Corporation or, under certain conditions, on the open market.
PURCHASES
11. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan generally will come from the Corporation's
authorized but unissued shares. The Corporation reserves the right, however, to
have shares purchased for participants accounts on the open market. The decision
to purchase shares on the open market will take into account the Corporation's
equity position, general market conditions, relationship between the purchase
price and the book value per share, and other relevant factors.
12. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares purchased for your account will depend on the amount
of your cash dividends and/or optional cash payments and the price per share.
Your account will be credited with that number of shares, including fractions,
equal to the total amount to be invested divided by the applicable purchase
price per share.
13. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
For purposes of determining the number of shares of Common Stock to be
purchased for participants accounts under the Plan with reinvested cash
dividends (including those dividends on all shares of Common Stock credited to
participants' accounts under the Plan), the price per share will not be less
than 95% of the fair market value of Common Stock based upon the closing sales
price, as reported under the NASDAQ National Market System, on the first trading
day on which the closing sales price is so reported immediately preceding the
applicable Investment Date.
With respect to the number of shares of Common Stock to be purchased for
those participants electing to make optional cash payments, the price of each
such share shall be 100% of the fair market value and without benefit of any
discounted purchase price.
If there is no trading in the shares for a substantial period of time
immediately preceding an Investment Date, the fair market value of Common Stock
shall be determined by the Plan Administrator on the basis of such market
quotations as it shall deem appropriate. No newly issued shares will be sold by
the Corporation to participants in the Plan at less than the par value ($2.50
per share).
The determination of the purchase price for shares made in accordance with
this question is solely for the purpose of determining the number of shares to
be purchased for each participant's account and does not determine the
participant's tax basis in the shares so purchased. See Question 27 for tax
information.
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14. HOW WILL THE DISCOUNTED PURCHASE PRICE OF NOT LESS THAN 95% OF THE FAIR
MARKET VALUE OF COMMON STOCK DESCRIBED IN QUESTION 13 BE DETERMINED?
At least 30 days before the record date set for any cash dividends payable
during a fiscal year, the Corporation's Board of Directors may determine the
rate of purchase price discount to fair market value of Common Stock, if any, to
be in effect during the following one year period. Subject to the 95% of fair
market value limitation, the rate of purchase price discount as so determined
will be 1%, or integers thereof, but under no circumstance will the established
purchase price be less than this 95% of fair market value restriction.
15. HOW WILL PARTICIPANTS BE INFORMED OF THE AMOUNT OF THE DISCOUNTED
PURCHASE PRICE TO FAIR MARKET VALUE AS IN EFFECT FROM TIME TO TIME?
For the benefit of new enrollees under the Plan, the Authorization Form
described in Question 8 will reflect the then current percentage amount of the
rate of purchase price discount (not less than 95% of fair market value). For
those participants who will continue under the Plan, they will be advised of the
applicable rate of purchase price discount by the provisions of the reports to
be furnished to participants by the Plan Administrator. See Question 19.
16. WHEN WILL PURCHASES OF SHARES OF COMMON STOCK BE MADE?
The shares of Common Stock to be purchased for participants will be
allocated to their accounts as of the Investment Date. For the reinvestment of
cash dividends, the Investment Date will be the dividend payment date, which
generally is the 15th day of March, June, September and December. For the
investment of all optional cash payments, the Investment Date will be the first
and fifteenth day of the calendar month if received on or before the fifth day
immediately preceding those dates. See Question 17 for information on return of
option cash payments if not invested timely.
OPTIONAL CASH PAYMENTS
17. HOW DO OPTIONAL CASH PAYMENTS WORK?
The optional cash payments received from a participant will be accumulated
with the optional cash payments of all participants, inclusive of the cash
dividends held for reinvestment on the same Investment Date. Such accumulated
amounts will be applied by the Plan Administrator to the purchase of additional
shares of Common Stock directly from the Corporation, or by the Agent with
respect to the accumulated amounts to be utilized to effect purchases on the
open market, as of that Investment Date. The price of the shares of Common Stock
purchased with the optional cash payments will be one hundred percent (100%) of
fair market value as described in Question 13 above. The optional cash payments
received within five days immediately preceding an Investment Date will be held
by the Plan Administrator until the next Investment Date; provided, however,
that no optional cash payments will be held for more than 20 days. The purchase
price for all shares purchased as of the same Investment Date will be allocated
to each participant's account on the basis of the weighted average price of all
such shares if effected in more than one transaction and at different prices.
The optional cash payments received prior to the 20th day preceding an
Investment Date on which they could have been invested will be returned to the
participant. No interest will be paid by either the Corporation or the Plan
Administrator on optional cash payments held pending investment. Consequently,
you are strongly urged to make your optional cash payments as close as possible
to the fifth day immediately preceding the next appropriate Investment Date (the
first or fifteenth day of each calendar month). In this regard, you should allow
sufficient time to ensure that your payment is received by the Plan
Administrator five days before these
10

<PAGE>
dates. A shareholder may participate in the Plan even if he or she wishes to
make the optional cash payments only.
18. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An optional cash payment may be made by a participant at the time of
enrolling in the Plan by enclosing with the Authorization Form a check made
payable to Branch Banking and Trust Company, as Plan Administrator. Thereafter,
the optional cash payments may be made monthly through use of the cash payment
forms, which will be attached to statements of account, sent by the Plan
Administrator to participants or by bank draft. The same amount need not be sent
each month, and there is no obligation to make an optional cash payment for each
or any Investment Date.
The minimum optional cash payment by a participant in any calendar month is
$25 and the aggregate of such payments received by the Plan Administrator in any
one calendar month cannot exceed a total of $4,000 for any participant. An
optional cash payment will be refunded if a written request for refund is
received by the Plan Administrator at least 48 hours prior to the next
appropriate Investment Date on which the cash payment otherwise would have been
invested.
REPORTS TO PARTICIPANTS
19. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase of Common Stock under the Plan
(on a monthly basis for optional cash payments and quarterly with respect to all
transactions), a statement of the transaction reflecting the amount, per share
price and number of full shares and fractional interests purchased will be
mailed to the participant by the Plan Administrator. The quarterly reports will
reflect the appropriate rate of purchase price discount to fair market value
applicable to the reinvestment of cash dividends. These statements and reports
are your continuing record of account activity and the cost of your purchases
and should be retained for tax purposes. In addition, you will receive copies of
communications sent to holders of the Corporation's Common Stock, including the
Corporation's Quarterly Reports, Annual Reports, Notices of Shareholder Meetings
and Proxy Statements, and any reports of taxable income as may be required by
the Internal Revenue Service ("IRS").
DIVIDENDS ON FRACTIONS OF SHARES
20. WILL PARTICIPANTS BE CREDITED WITH CASH DIVIDENDS ON FULL AND
FRACTIONAL SHARES HELD IN THEIR ACCOUNTS UNDER THE PLAN?
Yes. Dividends on fractions, as well as on full shares, will be credited to
participants' accounts and will be reinvested in additional shares (see Question
8).
CERTIFICATES FOR SHARES
21. WILL STOCK CERTIFICATES BE ISSUED FOR THE SHARES OF COMMON STOCK
PURCHASED?
Certificates for the shares of Common Stock purchased under the Plan will
not be issued directly to you, unless requested as hereinbelow provided. Such
certificates will be held by or through the Plan Administrator. The number of
shares credited to your account under the Plan will be shown on your statement
of account. This additional service protects against loss, theft or destruction
of stock certificates.
11

<PAGE>
Certificates for any number of shares up to the full number of shares
credited to your account under the Plan will be delivered to you upon written
request. This request should be mailed to the Plan Administrator at the address
set forth in Question 6. Until a sale, termination or change in your method of
participation, the cash dividends for all such shares will continue to be
reinvested pursuant to the Plan.
The shares credited to your account under the Plan may not be pledged or
assigned. Any attempted pledge or assignment shall be void. If you wish to
pledge shares held under the Plan, you must request that the certificates for
such shares be reissued in your name.
Certificates for fractional shares will not be issued under any
circumstances.
22. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO
PARTICIPANTS?
The accounts under the Plan will be maintained in the name in which your
shares are registered at the time you elect to enroll in the Plan. Consequently,
certificates for full shares purchased under the Plan will be similarly
registered when delivered to you upon your request. Should you want these shares
registered and reissued in a different name, you must so indicate by a written
request bearing your signature which has been guaranteed by an authorized
financial institution. Since this would constitute a reregistration, you would
be responsible for any transfer taxes that may be due and for compliance with
any other applicable transfer requirements.
CHANGE OF PARTICIPATION, WITHDRAWALS AND TERMINATION
23. HOW DO PARTICIPANTS CHANGE THEIR METHOD OF PARTICIPATION?
You may change your method of participation at any time by indicating the
change on an Authorization Form and mailing it to the Plan Administrator at the
address set forth in Question 6.
24. HOW DOES A PARTICIPANT WITHDRAW SHARES FROM HIS OR HER PLAN ACCOUNT?
You may at any time withdraw any or all full shares credited to your Plan
account, by notifying the Plan Administrator in writing that you wish to do so.
Such notice should be sent to the address set forth in Question 6. At your
request, the Plan Administrator, through the State Street Bank and Trust
Company, as Agent, will sell the shares withdrawn, and in that event you will be
charged any brokerage commissions on the sale, as well as any transfer tax or
other direct costs incurred in connection with the sale. The sale will be made
by the Agent for your account, on the open market, within ten business days
after receipt of such request or as soon as otherwise practicable.
25. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
In order to terminate your participation in the Plan, you must notify the
Plan Administrator in writing that you wish to do so. Such notice should be
addressed to the Plan Administrator at the address set forth in Question 6.
Upon termination, you may elect to receive: (a) stock certificates for the
full shares held for your account under the Plan, plus a check for the proceeds
from the sale of any fractional share; or (b) a check for the proceeds from the
sale of all shares, including any fractional share, held for your account, less
any brokerage fees or commissions and any applicable transfer taxes or other
direct costs incurred in connection with the sale. The sale will be made by the
Agent for your account, on the open market, within ten business days after
receipt of your request or as soon as otherwise practicable, except as provided
in Question 26.
12

<PAGE>
26. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time.
If the request to terminate is received on or after the record date for a
dividend, any cash dividends paid on that dividend payment date will be
reinvested for your account. Any optional cash payment sent to the Corporation
prior to the request for termination will be invested, unless a return of the
amount is expressly made in the request for termination and the request for
termination is received at least 48 hours prior to the Investment Date. In the
event cash dividends are reinvested, or optional cash payments invested, after
the receipt of a request to terminate, the request will be processed as promptly
as possible following the applicable Investment Date as set forth in Question
16.
All subsequent cash dividends will be paid to you by check in the ordinary
manner, unless you reenroll in the Plan, which you may do at any time.
TAXES
27. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
In the opinion of Poyner & Spruill, L.L.P. the Corporation's special
counsel, the following statements, which are based upon existing Federal tax
laws, regulations and IRS rulings, reflect certain Federal income tax
consequences to an individual or corporate participant in the Plan.
(a) Plan participants have the same federal income tax obligations
with respect to cash dividends reinvested under the Plan as cash dividends
paid to persons who do not participate in the Plan. As a result, any cash
dividends reinvested on behalf of a participant under the Plan will be
taxable as having been received by the participant even though he or she
did not actually receive the amount of such dividends in cash. In this
regard, in connection with shares of Common Stock purchased at a discount
through the reinvestment of cash dividends, the IRS has ruled that the fair
market value of the shares purchased constitutes dividend income to the
shareholder on the Investment Date. Thus, the full amount of the cash
dividends reinvested plus the amount of the purchase price discount to fair
market value, if any, will be dividend income to the participating
shareholder.
(b) The tax basis of shares acquired by a participant through the
reinvestment of cash dividends pursuant to the Plan will be equal to the
full amount of dividends reinvested plus the amount of the purchase price
discount to fair market value. The tax basis of shares purchased with
optional cash payments will be equal to the amount of such payments.
(c) The holding period for purposes of determining the long or
short-term nature of capital gains or losses on the sale of shares acquired
under the Plan with optional cash payments or by the reinvestment of cash
dividends generally will begin on the day after the relevant Investment
Date, and in the case of purchases by the Corporation on the open market at
different times during a calendar month (see question 20), will begin no
later than the day after the last day an open market purchase is made. See
Question 19 for information regarding reports.
(d) A participant will not recognize any taxable income upon the
receipt of certificates for full shares credited to his or her account
under the Plan, either upon the request of the participant or upon
withdrawal from or termination of the Plan. However, gain or loss will be
recognized by the participant when shares are sold, either by the
participant or by the Agent, measured by the difference between the amount
the participant receives for the shares and his or her tax basis in the
shares.
13

<PAGE>
(e) With respect to the reinvestment of cash dividends under the Plan,
as well as the investment of optional cash payments, the brokerage fees and
commissions, to the extent utilized to effect purchases of shares on the
open market, and the amount of any discount to fair market value applicable
to cash dividends so reinvested (at not less than 95% of fair market
value), generally will be taxable to the participant for federal income tax
purposes to the extent absorbed by the Corporation, (and in some cases for
state and local income tax purposes).
(f) A participant who receives a cash payment in respect of fractional
shares as a result of his or her withdrawal from or the termination of the
Plan will recognize gain or loss as a result of the disposition of such
fractional interest. Any gain or loss resulting from either the sale of
shares or the elimination of fractional shares will be capital gain or
loss, assuming the shares owned by the participant pursuant to the Plan
have been held by the participant as a capital asset, and such gain or loss
will be long-term if the holding period for such shares is more than one
year.
Each participant is urged to consult his or her own tax advisor to
determine the particular tax consequences that may result from participation in
the Plan and from any subsequent disposition of shares purchased pursuant to the
Plan.
OTHER INFORMATION
28. WHAT HAPPENS WHEN YOU SELL OR TRANSFER ALL OF THE SHARES REGISTERED IN
YOUR NAME?
If you sell or transfer all shares registered in your name, the cash
dividends on shares credited to your account under the Plan will continue to be
reinvested, subject to your right to withdraw from the Plan at any time.
However, if a participant has only a fractional share in Common Stock
credited to the account under the Plan on the record date for cash dividends on
the Common Stock, the Corporation reserves the right not to reinvest the
additional dividends on such fractional share and to terminate such
participant's account. If the Corporation exercises this right, the participant
will receive a check for the proceeds from the sale of such fractional share,
plus the amount of the cash dividends thereon.
29. WHAT HAPPENS WHEN YOU SELL OR TRANSFER SOME BUT NOT ALL OF THE SHARES
REGISTERED IN YOUR NAME?
If you are reinvesting the cash dividends on all of the shares registered
in your name (i.e., you have elected the "Full Dividend Reinvestment"
alternative as described in Question 8) and you sell or transfer a portion of
such shares, the cash dividends on the remainder of the shares registered in
your name will continue to be reinvested.
30. IF THE CORPORATION HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON THE
PLAN SHARES BE HANDLED?
No preemptive rights attach to Common Stock of the Corporation. If the
Corporation, nevertheless, should determine to offer securities through the
issuance of rights to subscribe, warrants or subscriptions representing the
rights on all shares held for the Plan will be issued to BB&T-NC, as Plan
Administrator, which will sell such rights, credit your account in proportion to
the full and fractional shares held therein on the record date for such rights
offering, and apply the proceeds to the purchase of additional shares of Common
Stock. If you wish to exercise stock purchase rights on your Plan shares, you
must furnish to BB&T-NC, and BB&T-NC must receive prior to the record date for
any such rights offering, instructions that BB&T-NC deliver to you a certificate
for the full shares as provided in Question 21.
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<PAGE>
31. WHAT HAPPENS IF THE CORPORATION ISSUES A DIVIDEND PAYABLE IN STOCK OR
DECLARES A STOCK SPLIT?
Any dividend payable in stock or split shares distributed by the
Corporation on shares registered in your name will be distributed to you. For
shares credited to your account under the Plan, any such additional shares will
be added to your Plan account.
32. HOW WILL A PARTICIPANT'S SHARES HELD BY THE PLAN ADMINISTRATOR BE VOTED
AT SHAREHOLDERS' MEETINGS?
No shares held under the Plan will be voted by the Plan Administrator.
A proxy card will be sent to you in connection with any annual or special
meeting of shareholders, as in the case of shareholders not participating in the
Plan. This proxy will apply to all full shares registered in your own name,
whether acquired pursuant to the Plan or otherwise, as well as to all shares and
fractional interests credited to your account under the Plan.
33. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither the Corporation, the Plan Administrator nor the Agent will be
liable under the Plan for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of or liability
arising out of failure to terminate your account upon your death, the prices at
which shares are purchased for your account, the times when purchases or sales
are made, or the fluctuations in the market value of the Corporation's stock
held for your account.
YOU SHOULD RECOGNIZE THAT NEITHER THE PLAN ADMINISTRATOR NOR THE CORPORATION CAN
ASSURE YOU OF A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES HELD FOR YOUR
ACCOUNT UNDER THE PLAN.
Neither the Corporation, the Plan Administrator nor the Agent and their
agents shall have any responsibility beyond the exercise of ordinary care for
any action taken or omitted in connection with the Plan, nor shall they have any
duties, responsibilities or liabilities except as expressly set forth herein.
34. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Specifically, the Plan provides for the termination of any participant's
account upon adequate written notice of such participant's death or adjudication
of incompetency, in which cases no further purchases for the account will be
made. Further, a participant's account will be terminated if any participant
does not make at least four payments (either in cash dividends or optional cash
payments) in any 12-month period.
Notwithstanding the above provisions of the Plan, the Board of Directors or
the Executive Committee of the Corporation reserves the right to amend, modify,
suspend or terminate the Plan at any time, including the period between a record
date and a dividend payment date. Notice of any material amendment or
modification, or of any suspension or termination, will be mailed to all
participants at least 30 days prior to the effective date thereof. Any amendment
or modification shall conclusively be deemed to be accepted by the participant
unless, prior to the effective date thereof, the Plan Administrator receives
written notice of the termination of his or her account.
Upon termination of the Plan, any uninvested optional cash payments will be
returned, a certificate for the full shares credited to your account under the
Plan will be issued, and a cash payment will be made for any fraction of a share
credited to your account.
15

<PAGE>
35. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THE
PLAN?
Any additional questions about the Plan should be addressed to the Plan
Administrator:
Branch Banking and Trust Company
Corporate Trust Department
Dividend Reinvestment Plan
P.O. Box 2887
Wilson, North Carolina 27894-2887
Telephone: 919/399-4606
36. WHAT PROVISION IS MADE FOR THOSE SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDINGS?
Cash dividends received by foreign corporations and nonresident aliens
generally are subject to a 30% United States income tax and associated
withholding. The Plan Administrator will deduct the amount of tax to be withheld
(currently 30% of the dividend amount unless the participant establishes that
some lower percentage is available by reason of treaty or other exemption) from
a foreign corporation or non-resident alien. If withholding is not required to
be imposed as provided in the prior sentence, no withholding will occur unless
the cash dividends payment is subject to the 31% backup withholding requirement.
Backup withholding is required only if a participant fails to provide a
completed Payor's Request for Taxpayer Identification Number Substitute Form W-9
and the participant is not otherwise exempt from backup withholding. No
withholding is required when a participant withdraws from the Plan and elects to
liquidate his or her shares in the Plan account.
CORPORATION CAPITAL STOCK
GENERAL
The Corporation's authorized capital consists of two classes, represented
by 100,000,000 shares of voting common stock, $2.50 par value, of which
32,226,259 shares were issued and outstanding as of May 31, 1994; and 4,000,000
shares of nonvoting preferred stock, $2.50 par value. While the Board of
Directors is authorized by the Corporation's charter to fix the preferences,
limitations, and relative rights of the nonvoting preferred stock, the Board has
not determined any such provisions for the preferred stock, no shares of such
preferred stock are presently outstanding, and no specific transactions are
contemplated which would result in the issuance of any such preferred stock. If
any shares of preferred stock are issued, the rights of holders of Corporation's
voting common stock will be subject to the rights and preferences which are
conferred to the holders of the preferred stock.
COMMON STOCK
DIVIDEND RIGHTS
The holders of Common Stock are entitled to share ratably in dividends when
and as declared by the Board of Directors out of funds legally available
therefor.
VOTING RIGHTS
Each holder of Common Stock has one vote, for all purposes to be voted upon
by shareholders, for each share held; however, under North Carolina law, the
right of cumulative voting in the election of directors is denied to
shareholders of publicly held corporations such as the Corporation.
16

<PAGE>
PREEMPTIVE RIGHTS
The holders of Common Stock do not have any preemptive or preferential
right to purchase or to subscribe for any additional shares of Common Stock or
any other securities the Corporation may issue.
ASSESSMENT AND REDEMPTION
The shares of Common Stock purchased pursuant to the Plan described under
this Prospectus will be considered when issued, fully paid and nonassessable.
The shares of Common Stock do not have any redemption provisions.
LIQUIDATION RIGHTS
In the event of the Corporation's liquidation, dissolution or winding-up of
its business, whether voluntary or involuntary, the holders of Common Stock will
be entitled to share ratably in any of its net assets or funds which are
available for distribution to its shareholders after the satisfaction of its
liabilities or after adequate provision is made therefor, subject to the rights
of holders of any preferred stock outstanding at the time.
LEGAL OPINION
The validity of the securities offered by this Prospectus, and certain of
the Federal income tax consequences to participants in the Plan, have been
passed upon for the Corporation by Poyner & Spruill, L.L.P. 3600 Glenwood
Avenue, Raleigh, North Carolina 27612, special counsel to the Corporation.
EXPERTS
The consolidated financial statements of BB&T Financial Corporation as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993 incorporated by reference herein from BB&T Financial
Corporation's 1993 Annual Report on Form 10-K have been incorporated herein in
reliance on the report of KPMG Peat Marwick, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
INDEMNIFICATION
Directors and officers of the Corporation are entitled to indemnification
as expressly permitted by the provisions of the North Carolina Business
Corporation Act and the Corporation's Bylaws. The Corporation has purchased a
liability insurance policy for its directors and certain of its officers which,
subject to limitations set forth in the insurance policy, indemnifies them for
certain liabilities which they, or any one of them, may incur in connection with
the performance of duties in their official capacities. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or controlling persons of the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in said Act and is therefore unenforceable.
17

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN, IN CONNECTION WITH THE OFFER
DESCRIBED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY BB&T FINANCIAL CORPORATION.
BB&T
FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
2,000,000 SHARES
OF
COMMON STOCK
($2.50 PAR VALUE)
PROSPECTUS
DATED JUNE 17, 1994

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........ $20,690
Printing, engraving, and postage expenses.................. 5,000*
Legal fees................................................. 10,000*
Accounting fees............................................ 5,000*
Transfer Agent and Registrar fees.......................... 4,000*
Blue Sky fees and expenses................................. 1,000*
Miscellaneous.............................................. 1,000*
Total................................................. $46,690
</TABLE>

* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
A. The Registrant is incorporated under the laws of North Carolina. The
North Carolina Business Corporation Act ("North Carolina BCA") contains
provisions prescribing the extent to which directors and officers shall or may
be indemnified. The following is a summary of these provisions:
1. Subject to certain exceptions, a corporation may indemnify an individual
made a party to a proceeding because he is or was a director against liability
incurred in the proceeding if (i) he conducted himself in good faith; and (ii)
he reasonably believed (a) in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests and (b) in all other
cases, that his conduct was at least not opposed to its best interests; and
(iii) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. Moreover, unless limited by its articles of
incorporation, a corporation must indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding in
which he was a party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the proceeding. Expenses
incurred by a director in defending a proceeding may be paid by the corporation
in advance of the final disposition of such proceeding as authorized by the
board of directors in the specific case or as authorized or required under any
provision in the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on behalf of a
director to repay such amount unless it shall ultimately be determined that he
is entitled to be so indemnified by the corporation against such expenses. A
director may also apply for court-ordered indemnification under certain
circumstances.
2. Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for a court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director; and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
3. In addition and separate and apart from the indemnification rights
discussed above, a corporation may, in its articles of incorporation or bylaws,
or by contract or resolution, indemnify or agree to indemnify any one of its
directors, officers, employees or agents against liability and expenses in any
proceeding (including without limitation a proceeding brought by or on behalf of
the corporation itself) arising out of their status as such or their activities
in any of the foregoing capacities; provided, however, that a corporation may
not indemnify or agree to indemnify a person against liability or expenses he
may incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. A corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan. Any
such provision for indemnification may also include provisions for recovery from
the corporation of reasonable cost, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification and may further include
provisions establishing reasonable procedures for determining and enforcing the
rights granted therein.
II-1

<PAGE>
B. The Registrant's Articles of Incorporation provide for the
indemnification of directors to the fullest extent authorized by North Carolina
law as it exists or may be hereafter amended. A director shall not be personally
liable for any monetary damages relating to a breach of duty as a director
either to the Registrant, its shareholders or otherwise.
C. Article IX of the Registrant's Bylaws provides for indemnification of
Registrant's directors, officers, employee or agents against certain expenses,
including attorney's fees, and payments made in satisfaction of judgements,
money decrees, fines and penalties for which they may become liable in such and
other fiduciary capacities, exclusive of indemnification for certain activities
involving criminal misconduct or clearly in conflict with the best interest of
the Registrant.
D. The Registrant has purchased liability insurance for its directors and
certain of its officers covering certain liabilities which may be incurred by
such officers and directors in connection with the performance of their duties.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION REFERENCE
<S> <C> <C>
(1) Not Applicable
(2) Not Applicable
(4)(a) Definitive Form of Certificate for Registrant's Common Stock, $2.50 par value. (1)
(4)(b) Excerpts from Registrant's Bylaws (Article II, Sections 8 and 9) relating to rights of holders (2)
of Registrant's common stock.
(5) Opinion of Poyner & Spruill as to legality of securities to be registered hereby. Filed herewith
(8) Opinion of Poyner & Spruill as to federal income tax consequences. Filed herewith
(12) Not Applicable
(15) Not Applicable
(24)(a) Consent of KPMG Peat Marwick Filed herewith
(24)(b) Consents of Poyner & Spruill (included under Exhibits (5) and (8) hereto). Filed herewith
(25) Special Power of Attorney from certain signatory directors and officers. Filed herewith
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(29) Not Applicable
</TABLE>

(1) Included as the identified exhibit in Registrant's Registration Statement on
Form S-14 (File No. 2-68274) as filed with and declared effective by the
Commission on August 5, 1980, and such exhibit is incorporated herein by
such reference.
(2) Included as the identified exhibit in Registrant's Registration Statement on
Form S-8 (File No. 2-91779) as filed with the Commission on June 20, 1984
and declared effective on July 10, 1984, and such exhibit is incorporated
herein by such reference.
II-2

<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned issuer hereby undertakes:
A. (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;
(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,
represents a fundamental change in the information set forth in the
registration statement;
(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 registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the issuer pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(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. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the issuer's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this 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.
II-3

<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilson and State of North Carolina, on the 17 day of
June, 1994.
BB&T FINANCIAL CORPORATION
(Registrant)
By /s/ JERONE C. HERRING

JERONE C. HERRING, VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE OR CAPACITY DATE
<C> <S> <C>
/s/ JOHN A. ALLISON, IV Chairman of the Board of Directors, Director and June 17, 1994
Chief (Principal) Executive Officer
JOHN A. ALLISON, IV*
/s/ SCOTT E. REED Treasurer (Principal Financial and Accounting June 17, 1994
Officer)
SCOTT E. REED*
/s/ JOSEPH B. ALALA, JR. Director June 17, 1994
JOSEPH B. ALALA, JR.*
/s/ W. WATSON BARNES Director June 17, 1994
W. WATSON BARNES*
Director June 17, 1994
PAUL B. BARRINGER
/s/ ROBERT L. BRADY Director June 17, 1994
ROBERT L. BRADY*
/s/ W. G. CLARK III Director June 17, 1994
W. G. CLARK III*
/s/ JESSE W. CORBETT, JR. Director June 17, 1994
JESSE W. CORBETT, JR.*
/s/ W. R. CUTHBERTSON, JR. Director June 17, 1994
W. R. CUTHBERTSON, JR.*
</TABLE>
II-4

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE OR CAPACITY DATE
<C> <S> <C>
/s/ FRED H. DEATON, JR. Director June 17, 1994
FRED H. DEATON, JR.*
/s/ JOE L. DUDLEY, SR. Director June 17, 1994
JOE L. DUDLEY, SR.*
/s/ TOM D. EFIRD Director June 17, 1994
TOM D. EFIRD*
/s/ O. WILLIAM FENN, JR. Director June 17, 1994
O. WILLIAM FENN, JR.*
/s/ JAMES E. HEINS Director June 17, 1994
JAMES E. HEINS*
/s/ RAYMOND A. JONES, JR. Director June 17, 1994
RAYMOND A. JONES, JR.*
/s/ KELLY S. KING Director June 17, 1994
KELLY S. KING*
/s/ DAVID R. LAFAR, III Director June 17, 1994
DAVID R. LAFAR, III*
/s/ J. ERNEST LATHEM, M.D. Director June 17, 1994
J. ERNEST LATHEM, M.D.*
/s/ JAMES H. MAYNARD Director June 17, 1994
JAMES H. MAYNARD*
/s/ A. WINNIETT PETERS Director June 17, 1994
A. WINNIETT PETERS*
/s/ RICHARD L. PLAYER, JR. Director June 17, 1994
RICHARD L. PLAYER, JR.*
/s/ LARRY J. WAGGONER Director June 17, 1994
LARRY J. WAGGONER*
</TABLE>
II-5

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE OR CAPACITY DATE
<C> <S> <C>
/s/ HENRY G. WILLIAMSON, JR. Director June 17, 1994
HENRY G. WILLIAMSON, JR.*
/s/ WILLIAM B. YOUNG Director June 17, 1994
WILLIAM B. YOUNG*
*By:/s/ JERONE C. HERRING Attorney in Fact June 17, 1994
<CAPTION>
JERONE C. HERRING
</TABLE>

II-6

<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION REFERENCE
<S> <C> <C>
(1) Not Applicable
(2) Not Applicable
(4)(a) Definitive Form of Certificate for Registrant's Common Stock, $2.50 par *
value.
(4)(b) Excerpts from Registrant's Bylaws (Article II, Sections 8 and 9) relating *
to rights of holders of Registrant's common stock.
(5) Opinion of Poyner & Spruill as to legality of securities to be registered Filed herewith
hereby.
(8) Opinion of Poyner & Spruill as to federal income tax consequences. Filed herewith
(12) Not Applicable
(15) Not Applicable
(24)(a) Consent of KPMG Peat Marwick Filed herewith
(24)(b) Consents of Poyner & Spruill (included under Exhibits (5) and (8) **
hereto).
(25) Special Power of Attorney from certain signatory directors and officers. Filed herewith
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(29) Not Applicable
</TABLE>

* Incorporated by reference.
** Included under other exhibits.

POYNER & SPRUILL, L.L.P.
ATTORNEYS AT LAW

June 14, 1994

Mr. John A. Allison, IV
Chairman of the Board of Directors
and Chief Executive Officer
BB&T Financial Corporation
223 West Nash Street
Wilson, North Carolina 27893

Re: BB&T Financial Corporation - Offering of Up to
2,000,000 Shares of Common Stock under Dividend
Reinvestment Plan

Dear Sir:

We have acted as special counsel to BB&T Financial
Corporation, a North Carolina corporation ("Corporation"), in
connection with the planned offering of up to 2,000,000 shares of
the Corporation's common stock, par value $2.50 per share, under
the provisions of its 1994 Dividend Reinvestment Plan (the
"Plan") adopted and approved by the Corporation's Board of
Directors. The provisions of the Plan are as set forth in the
question and answer format generally utilized as the
Corporation's 1988 Dividend and Reinvestment Shareholder Savings
Service as amended and modified to the form of the question and
answer format of the Plan. The Plan is more particularly set
forth under the Prospectus made a part of the Corporation's
Registration Statement on Form S-3 ("Registration Statement") to
be filed with the Securities and Exchange Commission (the
"Commission") in furtherance of registration of the shares of its
common stock offered under the Plan pursuant to the Securities
Act of 1933, as amended.

Under the Plan, a holder of record of the Corporation's
issued and outstanding shares of common stock, $2.50 par value,
may effect purchases of its common stock through (i) the
automatic reinvestment of cash dividends on all or any portion of
the shares of common stock registered in his or her name and
(ii) the optional cash payments of not less than $25 per payment
and not more than $4,000 total payments per calendar month. The
cash dividend payments (inclusive of cash dividends attributable
to shares held in the participants' accounts maintained under the
Plan) will be reinvested in the Corporation's common stock by its
issuance of additional shares directly or, alternatively at its
discretion, through purchases of shares on the open market, and
in either case at a purchase price of not less than 95% of the
fair market value of the shares at the appropriate investment
date. The rate of discount to fair market value will be fixed
annually (1% or integers thereof not to exceed 5%) by the
Corporation's Board of Directors based on the closing sales price
for the shares in the over-the-counter market on the
<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 2

initial trading date immediately preceding the applicable investment
date provided for under the Plan, as reported on the NASDAQ National
Market System. Each participant's optional cash payments will be
utilized to purchase additional shares from the Corporation
directly, or alternatively at its discretion, on the open market,
but in either case at 100% of the fair market value of the shares
on the appropriate investment date. All open market purchases of
shares for the respective accounts of participants will be
effected through the agency of an independent banking
institution. These open market purchases of shares will be
accomplished on the basis that the brokerage fees and
commissions, including the amount of the purchase price discount
to market value attributable to the reinvestment of cash
dividends, will be absorbed and paid by the Corporation.

As counsel to the Corporation, the opinion of this firm is
requested in connection with the foregoing offering of the
Corporation's common stock pursuant to the Plan and involving
matters relating to the organization of the Corporation, and the
validity of the common stock when issued and paid for in the
manner provided by the terms of the Plan.

For the purposes of the opinions expressed herein, we have
assumed that: (i) at the time of each subsequent issuance of the
Corporation's common stock pursuant to the Plan, the shares of
its common stock validly authorized are adequate, and are issued
subject to the rights, privileges and limitations thereof as now
prescribed under the Corporation's Charter (as defined below);
(ii) no changes in the applicable North Carolina Business
Corporation Act ("NCBCA") have occurred; and (iii) the issuance
and delivery of the Corporation's common stock at the time does
not violate any provisions of any judgment, order, writ,
injunction or decree by any court or governmental authority, or
result in a breach of or constitute a default or require any
consent under the provisions of any agreement, instrument or
other obligation (other than the Corporation's Charter and
Bylaws) to which the Corporation is a party or by which the
Corporation or its assets and properties is bound.

In furtherance of the foregoing, we have reviewed (i) the
governing instruments under which the Corporation has been
organized, consisting of its Articles of Incorporation and all
amendments thereto as filed with the office of the Secretary of
State of the State of North Carolina (its "Charter") and its
Bylaws and all amendments thereto; (ii) the appropriate record
books of proceedings of its Board of Directors; (iii) the
provisions of the Plan as described in the Prospectus made a part
of the Registration Statement; and (iv) the definitive form of
the stock certificates representing the authorized shares of the
Corporation's common stock and incorporated by reference as an
exhibit to the Registration Statement.

<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 3

Based upon the foregoing review and examinations, and after
a review of the applicable provisions of the NCBCA, and after the
conduct of such further investigations and inquiries as we
consider appropriate, we are of the opinion that:

(1) The Corporation has been duly incorporated
and is validly existing as a corporation under the laws
of the State of North Carolina.

(2) The Corporation is authorized to issue
100,000,000 shares of its common stock, $2.50 par
value, and 4,000,000 shares of its nonvoting preferred
stock, $1.00 par value, with no shares of preferred
stock issued or outstanding; and as of March 31, 1994,
32,195,746 shares of its authorized common stock are
issued and outstanding.

(3) The Corporation has duly authorized and
reserved for issuance up to the total of 2,000,000
shares of its authorized common stock pursuant to the
Plan, and upon the issuance and delivery thereof,
against the Corporation's receipt of the purchase price
therefor as provided for by the Plan, the shares of its
common stock so issued and delivered will be validly
issued, fully paid and nonassessable.

The foregoing opinions are contingent upon the Registration
Statement becoming effective pursuant to the Securities Act of
1933, as amended, and the applicable rules and regulations of the
Commission promulgated thereunder.

We hereby consent (i) to being named and identified in the
Registration Statement, and in the Prospectus which constitutes a
part thereof, as special counsel to the Corporation who will pass
upon certain legal matters in connection with the issuance and
delivery of its common stock offered thereby, (ii) to the
reference to this firm under the caption "Legal Opinions" in the
Prospectus, and (iii) to the use of this opinion as Exhibit (5)
to the Registration Statement.

Yours very truly,
Poyner & Spruill, L.L.P

POYNER & SPRUILL, L.L.P.
ATTORNEYS AT LAW

June 14, 1994

Mr. John A. Allison, IV
Chairman of the Board of Directors
and Chief Executive Officer
BB&T Financial Corporation
223 West Nash Street
Wilson, North Carolina 27893

Re: BB&T Financial Corporation - Offering of up to
2,000,000 Shares of Common Stock under Dividend
Reinvestment Plan

Dear Sir:

As special counsel to BB&T Financial Corporation, a North
Carolina corporation ("Corporation"), this firm has been
requested to give its legal opinion as to the federal income tax
consequences to those who participate under the Corporation's
1994 Dividend Reinvestment Plan (the "Plan"), as adopted and
approved by the Corporation's Board of Directors. The provisions
of the Plan are in the question and answer format utilized
generally as the Corporation's 1988 Dividend and Reinvestment
Shareholder Savings Service, as amended and modified by action of
the Corporation's Board of Directors to the revised form of the
question and answer format of the Plan set forth under the
Prospectus made a part of the Corporation's Registration
Statement on Form S-3 (the "Registration Statement"). The
Registration Statement will be filed with the Securities and
Exchange Commission (the "Commission") in furtherance of
registration of the shares of the Corporation's common stock to
be offered under the Plan pursuant to Section 5 of the Securities
Act of 1933, as amended.

Under the Plan, the holders of record of the Corporation's
issued and outstanding shares of common stock, $2.50 par value,
may effect purchases of its common stock through (i) the
automatic reinvestment of cash dividends on all or any portion of
the shares of common stock registered in his or her name and
(ii) the optional cash payments of not less than $25 per payment
and not more than $4,000 total payments per calendar month. The
cash dividend payments (inclusive of cash dividends attributable
to shares held in participants' accounts maintained under the
Plan) will be reinvested in the Corporation's common stock by its
issuance of additional shares directly or, alternatively and at
its discretion, through purchases of shares on the open market,
and in either case at a purchase price of not less than 95% of
the fair market value of the shares at the appropriate investment
date. The rate of discount to fair market value of the shares
will be fixed annually (1% or integers thereof not to exceed 5%)
by

<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 2

the Corporation's Board of Directors based on the closing
sales price for the shares in the over-the-counter market on the
initial trading date immediately preceding the applicable
investment date provided for under the Plan, as reported on the
NASDAQ National Market System. Each participant's optional cash
payments will be utilized to purchase additional shares from the
Corporation directly, or alternatively at its discretion, on the
open market, but in either case at 100% of the fair market value
of the shares on the appropriate investment date. All open
market purchases of shares for the respective accounts of
participants will be effected through the agency of an
independent banking institution ("Agent"). These open market
purchases of shares will be accomplished on the basis that the
brokerage fees and commissions, including the amount of the
purchase price discount to market value attributable to the
reinvestment of cash dividends, will be absorbed and paid by the
Corporation.

All holders of record of the Corporation's common stock,
inclusive of beneficial owners of shares held in street or
nominee names, are eligible to participate in the Plan. An
eligible holder of shares may elect to participate only in the
optional cash payments portion of the Plan, subject to the
minimum $25 payment and the $4,000 aggregate payments limitation
per calendar month. Further, each participant will be entitled
to vote all shares, inclusive of fractional shares, credited to
his or her account under the Plan.

A participant may discontinue the reinvestment of cash
dividends under the Plan by notification in writing to that
effect forwarded to the Corporation or Branch Banking and Trust
Company (the "Plan Administrator") in the manner provided for
under the Plan. Certificates for whole shares of common stock to
be received by participants upon withdrawal from the Plan will be
issued and delivered to each entitled participant registered in
his or her name. Any fractional shares otherwise subject to
withdrawal will be sold for the account of the participant and a
cash payment will be made to the entitled participant of the
sales price, less brokerage fees and commissions.

A participant, upon written notice to the Agent, may
authorize the Agent to sell all or any part of the shares
credited to his or her account under the Plan. The Agent will
effect any such sales through a brokerage firm selected by the
Agent within ten business days after receipt of such written
notice. The shares to be sold for a participant's account will
be accumulated with the shares to be sold for the accounts of
other participants under the Plan. All of these shares will be
sold at prevailing market prices. The sales price for all the
shares sold will be the average of the prices at which the shares
are sold for the accounts of all participants. The sales
proceeds so realized, less brokerage fees and commissions, will
be remitted to the entitled participant.

<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 3

Our analysis of the federal income tax consequences of
shareholder participation under the Plan is based upon a research
and study of the applicable provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), and the applicable
Treasury Regulations promulgated thereunder. No assurances can
be given that legislative, administrative or judicial decisions
or interpretations may not be forthcoming that could
significantly change the opinions set forth herein. Any such
change may retroactively and adversely affect such opinions. In
addition, it should be noted that an opinion of counsel
represents only that counsel's best legal judgment and has no
binding effect on the Internal Revenue Service. There can be no
assurances that the Internal Revenue Service would not challenge
any opinion expressed herein or, if challenged, that any such
challenge could be successfully resisted.

Further, the opinions set forth herein are based on the
assumption that the Plan will be substantially in the form as set
forth in the Prospectus made a part of the Registration Statement
at the time of its effectiveness.

Based on the foregoing, it is our opinion that:

(1) A shareholder of the Corporation who participates
in the cash dividends reinvestment portion of the Plan, as
described above, will be treated as having received a
distribution to which Section 301 of the Code applies by
reason of the application of Section 305(b)(1). Pursuant to
Section 1.305-1(b) of the Treasury Regulations, the amount
of the distribution to a participating shareholder
(including a corporate shareholder) will be the fair market
value of the Corporation's common stock received by the
participating shareholder on the date of the distribution
(Regulations Sections 1.301-1(b) and 1.301-1(d); Rev. Rul.
78-375, 1978-2 C.B. 130). The Internal Revenue Service has
ruled that the fair market value of the shares purchased
constitutes dividend income to the shareholder on the date
of distribution. Accordingly, the full amount of the cash
dividends reinvested on behalf of the participant, plus the
amount of the applicable purchase price discount to fair
market value, will be dividend income, notwithstanding that
the participant does not actually receive the amount of such
cash dividends directly.

(2) The tax basis of the shares to be credited to the
account of a participant pursuant to the cash dividends
reinvestment portion of the Plan will equal the amount of
the distribution measured by the fair market value of the
Corporation's common stock as of the date of the
distribution (Regulations Sections 1.301-1(h)(1) and 1.301-
(2)(i); Rev. Rul. 78-375, 1977-2 C.B. 130). As noted under
(1) above, the shares credited to
<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 4

the account of a participant will be acquired at a purchase
price of not less than 95% of the fair market value of the
shares at the time. Accordingly, the tax basis to those holders
participating in the cash dividends reinvestment portion of the
Plan will equal the amount of dividends reinvested, plus the
amount of the applicable purchase price discount to current
market value thereof.

(3) A shareholder of the Corporation who participates
in the optional cash investment portion of the Plan, as
described above, will be treated as having received a
distribution to which Section 301 of the Code applies by
reason of the application of Section 305(b)(2). The amount
of the distribution of a participating shareholder will be
the difference, if any, between the amount of the optional
cash payments and the fair market value of the Corporation's
common stock on the applicable investment date of the shares
purchased with the optional cash payments (Regulations
Sections 1.305-3(a); 1.305-3(b)(2); Rev. Rul. 78-375, 1978-2
C.B. 130). The provisions of the Plan provide that the
shares purchased for the account of the participant as a
result of optional cash payments will be acquired at 100% of
the fair market value of the shares at the time.
Accordingly, the tax basis of shares credited to the account

of the participant pursuant to utilization of the optional
cash payments will be the amount of such payments.

(4) The holding period for shares credited to a
participant's account through the purchase of shares
directly from the Corporation will begin on the day
following the appropriate investment date. The holding
period for shares credited to the participant's account
through purchases on the open market will begin not later
than the date after the last day the open market purchase is
made.

(5) A participant in the Plan will not recognize any
additional taxable income upon receipt of certificates for
the whole shares credited to his or her account under the
Plan, either by request for a delivery of certificates for
certain of the shares or upon withdrawal from or termination
of the Plan. (Rev. Rul. 76-53, 1976-1 C.B. 87).

(6) With respect to the cash dividends reinvested
under the Plan as well as the investment of optional cash
payments, the brokerage fees and commissions, if utilized to
effect purchases of shares on the open market, which are
absorbed by the Corporation upon the purchase of shares for
a participant's account under the Plan, generally will be
taxable to the participant for federal income tax purposes
and, in some cases, state and local income tax purposes.
<PAGE>

Mr. John A. Allison, IV
June 14, 1994
Page 5

(7) A participant in the Plan will recognize gain or
loss under Section 1001 of the Code when whole shares, or
fractional shares, are sold or exchanged on behalf of the
participant or when the participant effects any sale of
whole shares after he or she withdraws from the Plan. In
accordance with Section 1001, the amount of the gain or loss
will be the difference between the amount realized by the
participant (i.e., the amount the participant receives) from
the sale of the shares and the participant's tax basis. The
resulting gain or loss will be capital gain or loss,
assuming the selling participant is not a dealer with
respect to such shares, and such gain or loss will be long-
term if the holding period for the shares is more than one
year.

We express no opinions as to the federal tax treatment of
participants in the Plan pursuant to the provisions of any other
section of the Code or Treasury Regulations which may also be
applicable or to the federal tax treatment of any conditions
existing at the time of, or any federal tax effects which may
result from, any other transactions not specifically hereinabove
identified.

We hereby indicate our consent to the reference to this firm
under the caption "Legal Opinions" contained in the Prospectus
made a part of the Corporation's Registration Statement, and to
the use of this opinion as an exhibit to the Registration
Statement.

Yours very truly,
Poyner & Spruill, L.L.P

<PAGE>
EXHIBIT (24)(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
BB&T Financial Corporation
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK
Raleigh, North Carolina
June 17, 1994

<PAGE>
EXHIBIT (25)
SPECIAL POWER OF ATTORNEY
BB&T FINANCIAL CORPORATION
SHARES OF COMMON STOCK
($2.50 PAR VALUE)
FOR UTILIZATION PURSUANT TO DIVIDEND REINVESTMENT PLAN
KNOW ALL MEN BY THESE PRESENTS:
The undersigned, a director and/or officer of BB&T Financial Corporation,
on the date indicated, hereby constitutes and appoints John A. Allison, IV,
Scott E. Reed and Jerone C. Herring, and each of them severally, the
attorneys-in-fact of the undersigned, with full power to them and each of them
to sign for and in the name of the undersigned the Registration Statement to be
filed by BB&T Financial Corporation with the Securities and Exchange Commission
for the registration under the Securities Act of 1933 of up to 2,000,000 shares
of common stock $2.50 par value, of BB&T Financial Corporation to be offered
pursuant to its 1994 Dividend Reinvestment Plan; and hereby granting to do and
perform any and all acts and things requisite and necessary to be done in and
about the premises as fully as the undersigned might do in person, hereby
ratifying and confirming all of that the said attorneys-in-fact, and each of
them severally, may lawfully do or cause to be done by virtue hereof.
Dated: January 25, 1994
<TABLE>
<S> <C>
/s/ JOHN A. ALLISON IV /s/ JESSE W. CORBETT, JR.
JOHN A. ALLISON IV JESSE W. CORBETT, JR.
/s/ SCOTT E. REED /s/ W. R. CUTHBERTSON, JR.
SCOTT E. REED W. R. CUTHBERTSON, JR.
/s/ JOSEPH B. ALALA, JR. /s/ FRED H. DEATON, JR.
JOSEPH B. ALALA, JR. FRED H. DEATON, JR.
/s/ W. WATSON BARNES /s/ JOE L. DUDLEY, SR.
W. WATSON BARNES JOE L. DUDLEY, SR.
/s/ ROBERT L. BRADY /s/ TOM D. EFIRD
ROBERT L. BRADY TOM D. EFIRD
/s/ W. G. CLARK III /s/ O. WILLIAM FENN, JR.
W. G. CLARK III O. WILLIAM FENN, JR.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
/s/ JAMES E. HEINS /s/ A. WINNIETT PETERS
JAMES E. HEINS A. WINNIETT PETERS
/s/ RAYMOND A. JONES, JR. /s/ RICHARD L. PLAYER, JR.
RAYMOND A. JONES, JR. RICHARD L. PLAYER, JR.
/s/ KELLY S. KING /s/ LARRY J. WAGGONER
KELLY S. KING LARRY J. WAGGONER
/s/ DAVID R. LAFAR III /s/ HENRY G. WILLIAMSON, JR.
DAVID R. LAFAR III HENRY G. WILLIAMSON, JR.
/s/ J. ERNEST LATHEM, M.D. /s/ WILLIAM B. YOUNG
J. ERNEST LATHEM, M.D. WILLIAM B. YOUNG
/s/ JAMES H. MAYNARD
JAMES H. MAYNARD
</TABLE>