SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)
BB&T Corporation
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Name of Issuer
Common $5.00 Par Value
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Title Class of Securities
054937-10
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Cusip Number
Check the following line if a fee is being paid with this statement:
------------
1. Name of Reporting Person/IRS Identification Number:
Branch Banking and Trust Company
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56-0939887
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2. Check the appropriate line if a Member of Group
A. N/A
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B. N/A
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3. SEC use only:
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4. Citizenship or place of organization: State of North Carolina
--------------------------
Number of 5. Sole voting power: 3,115,949
shares bene- ------------------
ficially
owned by 6. Shared voting power: -0-
each report- ------------------
person
with: 7. Sole dispositive power: 2,283,089
------------------
8. Shared dispostive power: 163,478
------------------
9. Aggregate amount beneficially owned by each reporting person: 3,172,325
-----------
10. Check if the aggregate amount in Row 9 excludes certain shares: N/A
----------
11. Percent of class represented by amount in Row 9: 1.09%
----------------------
12. Type of reporting person: BANK
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* Voting authority is assumed by all Co-Fiduciaries due to conflict of
interest rule.
<PAGE>
Item 1(a) Name of Issuer: BB&T Corporation
Item 1(b) Address of Issuer's 200 West Second Street
principal executive offices: Winston-Salem, North Carolina 27102
Item 2(a) Name of person filing: Branch Banking and Trust Company
Item 2(b) Address of principal 223 West Nash Street
business office: Wilson, North Carolina 27893
Item 2(c) Citizenship: State of North Carolina
Item 2(d) Title of class of securities: Common stock, $5.00 par value
Item 2(e) CUSIP Number: 05493710
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) Broker or dealer registered under Section 15 of the
------ Act
(b) X Bank as defined in Section 3(a) (6) of the Act
------
(c) Insurance company as defined in Section 3(a) (19) of
------ the Act
(d) Investment company registered under Section 8 of the
------ Investment Company Act
(e) Investment adviser registered under Section 203 of
------ the Investment Advisers Act of 194
(f) Employee Benefit Plan, Pension Fund which is subject
------ to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-a(b)(1) (ii)(F)
(g) Parent Holding Company, in accordance with Section
------ 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with Section 240.13d-1(b)(1)
------ (ii) (H)
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount beneficially owned: 3,172,325
---------------------------------
(b) Percent of class: 1.09%
---------------------------------
<PAGE>
Item 4 Ownership (cont.):
(c) Number of shares which such person has:
(i) sole power to vote or to direct the
vote: 3,115,949
-----------
(ii) shared power to vote or to direct the
vote: -0-
-----------
(iii) sole power to dispose or to direct the
disposition of: 2,283,089
-----------
(iv) shared power to dispose or to direct the
disposition of: 163,478
-----------
Item 5 Ownership of five percent or less of a class: N/A
------------
Item 6 Ownership of more than five percent on behalf
of another person: N/A
------------
Item 7 Identification and classification of the
subsidiary which acquired the Security being
reported on by the parent holding company: N/A
------------
Item 8 Identification and classification of members
of the group: N/A
------------
Item 9 Notice of dissolution of group: N/A
------------
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect or changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Branch Banking and Trust Company
December 31, 1998
-----------------------------------
Date
/S/ J. Michael Pollock
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Signature
J. Michael Pollock
Senior Vice President
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Name/Title
