BB&T CORP
POS AM, 2000-01-05
NATIONAL COMMERCIAL BANKS
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     As Filed with the Securities and Exchange Commission on January 5, 2000
                          Registration No. 333 - 78819

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                                BB&T CORPORATION
             (Exact name of registrant as specified in its charter)
 North Carolina                       6060                      56-0939887
 (State or other               (Primary Standard             (I.R.S. Employer
jurisdiction of           Industrial Classification       Identification Number)
incorporation or                 Code Number)
 organization)

                             200 West Second Street
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2000
          (Address, including Zip Code, and telephone number, including
             area code, of registrant's principal executive offices)

                             Jerone C. Herring, Esq.
                        200 West Second Street, 3rd Floor
                       Winston-Salem, North Carolina 27101
                                 (336) 733-2180
            (Name, address, including Zip Code, and telephone number,
                   including area code, of agent for service)

                  The Commission is requested to send copies of
                             all communications to:
            Peter A. Zorn                         Walter G. Moeling, IV
Womble Carlyle Sandridge & Rice, PLLC    Powell, Goldstein, Frazer & Murphy LLP
200 West Second Street, 17th Floor            191 Peachtree Street, N.E.,
 Winston-Salem, North Carolina 27101                Sixteenth Floor
                                                 Atlanta, Georgia 30303


<PAGE>







     Pursuant  to  Registration  Statement  No.  333-78819  on  Form  S-4,  BB&T
Corporation, a North Carolina corporation (the "Company"),  registered 3,352,846
shares of its common  stock,  par value  $5.00 per share (the  "Common  Stock"),
issuable pursuant to an Agreement and Plan of Reorganization dated as of January
26, 1999 and a related  Plan of Merger  between  the Company and First  Citizens
Corporation, a former Georgia corporation ("First Citizens"),  that provided for
the merger of First  Citizens  with and into the  Company  (the  "Merger").  The
Company  hereby  removes from  registration  71,316  shares of Common Stock that
remain unissued after the Merger.


<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant  has  duly  caused  this  Post-Effective   Amendment  No.  1  to  the
Registration  Statement  on  Form  S-4  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Winston-Salem,  State of
North Carolina, on January 5, 2000.

                                 BB&T CORPORATION

                                 By:     /s/ Jerone C. Herring
                                 Name:   Jerone C. Herring
                                 Title:  Executive Vice President and Secretary


     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Post-Effective  Amendment No. 1 to the Registration  Statement on Form S-4
has been signed by the following persons in the capacities  indicated on January
5, 2000.

        /s/ John A. Allison IV*                  /s/ Scott E. Reed*
Name:   John A. Allison IV               Name:   Scott E. Reed
Title:  Chairman of the Board and        Title:  Senior Executive Vice President
        Chief Executive Officer                  and Chief Financial Officer
        (principal executive officer)            (principal financial officer)


        /s/ Sherry A. Kellett*                   /s/ Paul B. Barringer*
Name:   Sherry A. Kellett                Name:   Paul B. Barringer
Title:  Executive Vice President         Title:  Director
        and Controller
        (principal accounting officer)


        /s/ Alfred E. Cleveland*                 /s/ W. R. Cuthbertson, Jr.*
Name:   Alfred E. Cleveland              Name:   W. R. Cuthbertson, Jr.
Title:  Director                         Title:  Director


        /s/ Ronald E. Deal*                      /s/ A. J. Dooley, Sr.*
Name:   Ronald E. Deal                   Name:   A. J. Dooley, Sr.
Title:  Director                         Title:  Director


        /s/ Tom D. Efird*                        /s/ Paul S. Goldsmith*
Name:   Tom D. Efird                     Name:   Paul S. Goldsmith
Title:  Director                         Title:  Director


        /s/ L. Vincent Hackley*
Name:   L. Vincent Hackley
Title:  Director



        /s/ Jane P. Helm*                        /s/ Richard Janeway, M.D.*
Name:   Jane P. Helm                     Name:   Richard Janeway, M.D.
Title:  Director                         Title:  Director
<PAGE>



        /s/ J. Ernest Lathem, M.D.*              /s/ James H. Maynard*
Name:   J. Ernest Lathem, M.D.           Name:   James H. Maynard
Title:  Director                         Title:  Director



        /s/ Joseph A. McAleer, Jr.*              /s/ Albert O. McCauley*
Name:   Joseph A. McAleer, Jr.           Name:   Albert O. McCauley
Title:  Director                         Title:  Director



        /s/ Richard L. Player, Jr.*              /s/ C. Edward Pleasants, Jr.*
Name:   Richard L. Player, Jr.           Name:   C. Edward Pleasants, Jr.
Title:  Director                         Title:  Director



        /s/ Nido R. Qubein*                      /s/ E. Rhone Sasser*
Name:   Nido R. Qubein                   Name:   E. Rhone Sasser
Title:  Director                         Title:  Director



        /s/ Jack E. Shaw*                        /s/ Harold B. Wells*
Name:   Jack E. Shaw                     Name:   Harold B. Wells
Title:  Director                         Title:  Director



*By:    /s/ Jerone C. Herring
        Jerone C. Herring
        Attorney-in-Fact

<PAGE>


                        WOMBLE CARLYLE SANDRIDGE & RICE,
                    A Professional Limited Liability Company

                             200 WEST SECOND STREET
                       WINSTON-SALEM, NORTH CAROLINA 27102

                            TELEPHONE (336) 721-3600
                            FACSIMILE (336) 721-3660

January 5, 2000

VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      BB&T Corporation (Commission File No. 1-10853)
         Post-Effective Amendment No. 1 to Registration Statement on Form S-4
         (File No. 333-78819)


Ladies and Gentlemen:

     On behalf  of BB&T  Corporation,  a North  Carolina  corporation  ("BB&T"),
accompanying  this letter for filing  pursuant to the Securities Act of 1933, as
amended, is BB&T's Post-Effective  Amendment No. 1 to Registration  Statement on
Form S-4, which amends BB&T's Registration Statement on Form S-4, as amended, to
deregister  unissued shares of BB&T's common stock.  Manually  signed  signature
pages have been executed prior to the time of this electronic filing and will be
retained by BB&T for five years.

     Please  call the  undersigned  at (336)  721-3634  with  any  questions  or
comments regarding this filing.

                                        Very truly yours,

                                        WOMBLE CARLYLE SANDRIDGE & RICE
                                        A Professional Limited Liability Company


                                        /s/ Peter A. Zorn
                                        Peter A. Zorn

 cc:     BB&T Corporation


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