Mail Stop 4561

								February 26, 2007




M. Patricia Oliver, Esquire
Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

Re:	BB&T Corporation
            Form S-4
      Filed January 30, 2007
      File No. 333-140326



Dear Ms. Oliver:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




General
1. Please confirm that Coastal Financial did not provide financial
projections to BB&T.


2. Please provide the staff with copies of the KBW board book
prepared in connection with the proposed merger.


Summary, page 1
3. Please revise your statement, on page 1, in the initial
sentence
that the summary highlights "selected" information to state that
the
summary summarizes the "material features of the proposed
transaction," as required by Item 4(a) of Form S-4.  Please change
the accompanying disclosure in the summary accordingly.


Background of the Merger, page 20
4. Please provide more detail regarding the background of the
merger
including but not limited to the following:
* identify the "recent merger and acquisition transactions" that
you
refer to in the first paragraph of this section on page 20;
* disclose whether or not the Board and/or senior management
considered alternatives to a merger to increase value to
shareholders;
* disclose in the fourth paragraph on page 20,  the essence of the
valuation analysis that Keefe delivered to the Board in October
before the Board decided to seek potential merger partners and
disclose the material differences from the fairness opinion
regarding
the BB&T bid that it subsequently delivered in December; and
* briefly describe, in the second full paragraph on page 21,
Coastal
Financial`s Vision 2010 Strategic Plan that you refer to in this
paragraph and elsewhere in this section.

5. Please provide more detail regarding the bidding process
including
but not limited to the following:
* explain in detail, in the second full paragraph on page 22, what
the other bidder indicated, directly and indirectly, regarding its
"pricing flexibility;"
* disclose, in the last paragraph on page 22, the dollar value of
the
increase in the exchange ratio; and
* disclose, in the last paragraph on page 22, whether or not
Coastal
Financial gave the other bidder that indicated "pricing
flexibility"
an opportunity to increase its bid.


Coastal Financial`s Reasons for the Merger, page 23

6. Please provide more detail regarding the Board`s determination
that, under the best case scenarios, none of the other strategic
options, including continuation as an independent entity under
various scenarios, were "likely to create greater present value
for
Coastal Financial`s shareholders."  In particular, please contrast
the Board`s analysis with the KBW discounted cash flow analysis,
which shows the potential for higher value as an independent
entity.


7. The board should specifically note each line item analysis in
the
KBW report that does not support its recommendation and explain
why,
in light of that specific analysis, it is recommending the
transaction.


Selected Transaction Analysis, page 29
8. Please revise this section as follows:
* disclose the identity of the fifteen transactions; and
* explain, in the first paragraph of this section, the basis upon
which Keefe, Bruyette & Woods determined that these 15
transactions
are "comparable" including whether the consideration in each of
them
was stock and the number of transactions during the three year
period
that closed within the past year.


Other Analyses, page 33
9. Please provide the dollar amount of KBW`s fee, valuing BB&T`s
stock at the latest practical date.  Please confirm that there has
been no other material relationship in the last two years between
KBW
and Coastal Financial.





Interests in Certain Persons in the Merger, page 41
10. Please revise this section as follows:
* revise the first paragraph to disclose the minimum aggregate
amount
of compensation and benefits that Mr. Gerald will be receiving
from
both Coastal Financial and BB&T as a result of this proposed
merger;
* revise your description of the "existing employment agreements"
to
disclose that the change in control provisions were added in
October
in anticipation of the merger;
* revise your description, in the fourth paragraph on page 41, of
minimum base salary, incentive compensation and benefits to be
paid
to Mr. Gerald for "similarly situated officers of Branch Bank" to
disclose the current range of such salary, compensation and
benefits;
* describe the "retention bonus program" that, as you state on
pages
21-22, were to be incorporated as part of any merger or
acquisition
negotiations; and
* describe the conversion of stock options of Coastal into stock
options of BB&T.


Equity-Based Awards, page 42
11. For each named officer and director please state the number of
options to be converted.

Comparison of the Rights of BB&T Shareholders and Coastal
Financial
Shareholders, page 58
12. Please revise this section to comply with Item 4(a)(4) as
follows:
* delete, in the second paragraph, your qualification of the
disclosure by reference to the statutes and corporate documents;
and
* provide an explanation of the material differences not simply a
reference, as you do for dividends and other distribution,
shareholder nominations and shareholder proposals and anti-
takeover
statutes.




* * * * * * * * * * * *


      As appropriate, please amend your registration statement and
annual report in response to these comments.  You may wish to
provide
us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jonathan E. Gottlieb at (202) 551-3416 or me
at
(202) 551-3698 with any questions.


						Sincerely,



						Mark Webb
						Legal Branch Chief




cc	J. Richard Hazlett, Esquire
	Helms, Mulliss & Wicker, PLLC
      201 North Tyron Street
      Charlotte, North Carolina 28202




M. Patricia Oliver, Esquire
BB&T Corporation
February 26, 2007
Page 1