UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               Form 8-K

                            Current Report

                    Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934


           Date of Report (Date of earliest event reported)

                           July 7, 1998


                          BB&T Corporation
        (Exact name of registrant as specified in its charter)

                  Commission file number :  1-10853


      North Carolina                            56-0939887
(State of incorporation)           (I.R.S. Employer Identification No.)


        200 West Second Street
    Winston-Salem, North Carolina                               27101
(Address of principal executive offices)                     (Zip Code)


                              (336) 733-2000
           (Registrant's telephone number, including area code)


This Form 8-K has 3 pages.




ITEM 5.   OTHER EVENTS

         On June 25, 1998,  BB&T  Corporation  (the  "Company")  consummated  an
underwritten  public  offering of $350  million  principal  amount of its 6.375%
Redeemable and Putable  SecuritiesSM  due 2025 (the "RaPS") priced at 99.821% of
par. Bear, Stearns & Co. Inc.;  Craigie  Incorporated;  Keefe,  Bruyette & Woods
Inc.;  and  Donaldson,   Lufkin  &  Jenrette  Securities  Corporation  were  the
underwriters  for the offering.  The annual  interest rate on the RaPS is 6.375%
for the period  from the date of  issuance  to June 30,  2005 (the  "Remarketing
Date"). As provided in the Remarketing  Agreement,  dated June 25, 1998, between
the Company and Bear, Stearns & Co. Inc. (the "Remarketing  Agreement"),  on the
Remarketing  Date the RaPS will either be mandatorily  tendered to and purchased
by Bear,  Stearns & Co. Inc.,  or its  successor,  as  Remarketing  Dealer,  for
remarketing to the public,  or will be redeemed by BB&T, in each case at 100% of
the  principal  amount  of the  RaPS  plus  accrued  interest,  if  any,  to the
Remarketing  Date. If the  Remarketing  Dealer elects to remarket the RaPS,  the
Remarketing  Dealer will determine a new interest rate to maturity for the RaPS.
The RaPS are  unsecured  and  subordinated  to all  present  and  future  senior
indebtedness of BB&T.

         The  obligation of the  Remarketing  Dealer to purchase the RaPS on the
Remarketing  Date following the  Remarketing  Dealer's  election to remarket the
RaPS  is  subject  to  terminating  conditions  set  forth  in  the  Remarketing
Agreement.  The  occurrence of certain  terminating  conditions may obligate the
Company to pay the  Remarketing  Dealer the fair  market  value,  calculated  in
accordance with the Remarketing Agreement,  of the Remarketing Dealer's right to
purchase and remarket the RaPS.

         The net  proceeds  from the  offering  are  approximately  $362 million
(including a payment of $15,400,000  made to BB&T by the  Remarketing  Dealer in
respect of its right to remarket  the RaPS) and will be used for the  repurchase
of shares of BB&T's common stock in connection with certain pending acquisitions
expected to close this year and other general corporate purposes.

         The foregoing  description of the RaPS is qualified by the  description
thereof set forth  beneath the heading  "Description  of RaPS" in the  Company's
Prospectus  Supplement (To Prospectus Dated May 10, 1996),  dated June 25, 1998,
relating to the offering of the RaPS, which is incorporated herein by reference.

SM A Service mark of Bear, Stearns & Co., Inc.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

                  99.      Description  of the RaPS,  which is  incorporated  by
                           reference  to  pages  S-8 to S-14  of the  Prospectus
                           Supplement (To Prospectus Dated May 10, 1996),  dated
                           June 25,  1998  (File No.  33-02899),  filed with the
                           Securities  and Exchange  Commission on June 26, 1998
                           pursuant to Rule 424(b)(2).

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      BB&T CORPORATION
        
        
                                      By:__________________
                                               Sherry A. Kellett
                                               Senior Executive Vice President
                                               and Controller (Principal
                                               Accounting Officer)

Date:  July 7, 1998