COVER 2 filename2.txt ROPES & GRAY LLP ONE METRO CENTER 700 12TH STREET, N.W. SUITE 900 WASHINGTON, DC 20005 WRITER'S DIRECT DIAL NUMBER: (202) 508-4622 December 13, 2006 VIA EDGAR Christina DiAngelo Valerie J. Lithotomos Allison White Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BB&T Funds (File Nos. 33-49098 and 811-06719): Pre-Effective Amendment #2 to Registration Statement on Form N-14 filed November 15, 2006 (Registration No. 333-138724) Re: BB&T Variable Insurance Funds (File Nos. 333-121205 and 811-21682): Pre-Effective Amendment #2 to Registration Statement on Form N-14 filed November 15, 2006 (Registration No. 333-138725) Dear Sir or Madam: On behalf of BB&T Funds and BB&T Variable Insurance Funds (the "Registrants"), registered open-end management investment companies, accompanying this letter for filing is a second pre-effective amendment to the Registration Statement on Form N-14 filed November 15, 2006, as amended by filing on December 1, 2006 (the "Registration Statement"). The Prospectus/Proxy Statement contained in the Registration Statement will be furnished in connection with a joint special meeting of shareholders of the BB&T Large Cap Growth Fund (the "Large Cap Growth Fund") and BB&T Large Cap Growth VIF (the "Large Cap Growth VIF"), to be held on January 24, 2007, at which time the shareholders of the Large Cap Growth Fund and Large Cap Growth VIF will be asked to vote on the proposed reorganization with and into the BB&T Large Cap Fund (the "Large Cap Fund") and BB&T Large Cap VIF (the "Large Cap VIF"), respectively. The proposed combination will be followed by the dissolution of the Large Cap Growth Fund and Large Cap Growth VIF and the distribution in liquidation of shares of the Large Cap Fund and Large Cap VIF, as applicable. Included in the Registration Statement is the form of proxy for the January 24, 2007 joint meeting of shareholders of the Large Cap Growth Fund and Large Cap Growth VIF. Pro forma financial information for the Large Cap Fund will be filed by amendment. Filing Desk Securities and Exchange Commission December 13, 2006 Page 2 No registration fee is being paid at the time of this filing because each of BB&T Funds and BB&T Variable Insurance Funds has previously filed an election, under Rule 24f-2 under the Investment Company Act of 1940, to register an indefinite number of its shares. Ropes & Gray LLP has acted as counsel to BB&T Funds and BB&T Variable Insurance Funds in connection with the preparation of this Registration Statement. Please call me at 202-508-4622 or Alyssa Albertelli at 202-508-4667 if you have any questions regarding this filing. Sincerely, /s/ Alexandra Oprescu ---------------------------------------- Alexandra Oprescu