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December 21, 2005

Margaret Fitzgerald

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C.  20549

Via Facsimile (202-772-9208)
and EDGAR Correspondence

     RE:
      BB&T Corporation
(“the Company”)

 Form 10-K for Fiscal Year Ended December 31, 2004

 Forms 10-Q for Fiscal 2005

 File No. 001-10853

Dear Ms. Fitzgerald:

This letter
responds to comments of the Staff (“the Staff”) of the Securities  and Exchange
Commission (“the Commission”) in a letter dated December 1, 2005  concerning
the Company’s Form 10-K for Fiscal Year Ended December 31, 2004  and Forms 10-Q for
Fiscal 2005.

The Company’s
responses to the comment letter are noted below.  Each response  is preceded by the Staff’s
comments as numbered in the Staff’s letter.

In responding to
the Staff’s comments, the Company acknowledges the following:

     ·

      the
Company is responsible for the adequacy and accuracy of the  disclosure in the filing;

     ·

      Staff
comments or changes to disclosure in response to Staff comments  do not foreclose the
Commission from taking any action with respect to  the filing; and

     ·

      the
Company may not assert Staff comments as a defense in any  proceeding initiated by the
Commission or any person under the federal  securities laws of the United States.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 1:  Summary of Significant Accounting Policies

Loan Securitizations, page 75

     1.

     Comment:
Please revise to clarify how you account for loan  securitizations and sales to third
party investors under SFAS 140.

Response:
      We
will revise our future filings to clarify our accounting for  loan securitizations and
sales to third party investors in the following  manner:

Margaret Fitzgerald

United States Securities and Exchange Commission

December 21, 2005

Page - 2 -

     “BB&T
securitizes  most of its fixed-rate conforming mortgage loans,  converts them into
mortgage-backed  securities issued primarily through  Freddie Mac and Fannie Mae, and
sells the resulting  securities to third  party investors.  BB&T records loan
securitizations as a sale when  the  transferred loans are legally isolated from its
creditors and the other  accounting  criteria for a sale are met.  Gains or losses
recorded on loan  securitizations depend in  part on the net carrying amount of the loans
sold, which is allocated between the loans  sold and retained interests  based on their
relative fair values at the date of sale.  BB&T generally  retains the mortgage
servicing on loans sold.  Since quoted market prices  are not  typically available, BB&T
estimates the fair value of these  retained interests using  modeling techniques to
determine the net present  value of expected future cash flows.  Such models incorporate
management's  best estimates of key variables, such as prepayment  speeds and discount
rates appropriate for the risks involved.  Gains and losses incurred  on  loans sold to
third party investors are included in mortgage banking  income on the  Consolidated
Statements of Income

     BB&T
also  periodically securitizes mortgage loans that it intends to hold  for the
foreseeable  future and transfers the resulting securities to the  securities available
for sale  portfolio.  This is generally accomplished  by exchanging the loans for
mortgage-backed  securities issued primarily by  Freddie Mac.  Since the transfers are
not considered a  sale, no gain or  loss is recorded in conjunction with these
transactions.”

Note 2:  Business
Combinations, page 79

     2.

     Comment:
Please revise to clarify your accounting for the other net  adjustments reflected in the
table and to disclose the authoritative basis  in determining your accounting.

Response:
We will revise our disclosures in future filings to identify  the authoritative basis for
our accounting and to clarify the other net  adjustments in the following manner:

     “In
conjunction with the consummation of an acquisition and completion of  other
requirements, BB&T typically accrues certain merger-related expenses  related to
estimated severance and other-personnel related costs, lease  terminations, disposal of
duplicate facilities and equipment, termination  of data processing contracts and other
costs associated with the  acquisition.  The costs related to the acquired entity are
accrued in  accordance with the guidance in EITF 95-3, “Recognition of
Liabilities  in  Connection with a Purchase Business Combination”, and generally
recorded  as  adjustments to the purchase price unless they are required to be  expensed
as incurred.  The costs related to existing BB&T facilities and  personnel are
recorded in accordance  with the guidance in SFAS 146,  “Accounting for Costs
Associated with Exit or  Disposal Activities” and  SFAS 112, “Employers’ Accounting
for  Postemployment Benefits”, as  appropriate, and reflected as merger-related
and  restructuring charges on  the Consolidated Statements of Income.

Margaret Fitzgerald

United States Securities and Exchange Commission

December 21, 2005

Page - 3 -

The
following tables present a summary of BB&T's merger accrual activity  for 2004 and
2003  (tables not presented herein).  The amounts reflected as  other, net are primarily
adjustments to goodwill resulting from revised  estimates of merger accruals related to
the acquired entity.”

     3.

     Comment:
We note your disclosure in Note 11 that the vested options  granted in connection with
business combinations are included in the  purchase price.  Please revise to clarify how
you consider paragraph 85 of  FIN 44 in accounting for unvested options.

     Response:
Please be advised that we have not granted unvested replacement  options in connection
with business combinations during the financial  statement periods presented.
Accordingly, we do not believe additional  disclosures are necessary at this time.  In
the event the Company grants  unvested replacement options in conjunction with future
business  combinations that are material to our financial statements, we will  include
appropriate disclosures at that time.

Note 3:
Securities, page 83

     4.

     Comment:
Please revise to identify the specific nature of your  investments in US Government
entities and provide an expanded discussion  of how you determined that the unrecognized
loss is not other than  temporary.

     Response:
In addition to the disclosures on page 71 of the Company’s Form  10-K, which
describe the factors that we consider in evaluating our  held-to-maturity and
available-for-sale investment securities for  other-than-temporary impairment, we will
revise our disclosures in future  filings to identify the specific nature of our
investments in U.S.  government entities and expand the discussion related to our
conclusions  regarding temporary impairment in the following manner:

     “On
December 31, 2004, BB&T held certain investment securities having  continuous unrealized
loss positions for more than 12 months totaling  $131.0 million.  Substantially all of
these investments were in U.S.  government entity securities, which are primarily
comprised of debentures  issued by the Federal Farm Credit Bureau, the Federal Home Loan
Bank  System, the Federal National Mortgage Association and the Federal Home  Loan
Mortgage Corporation.  All of these agencies are rated AAA and the  unrealized losses are
the result of increases in market interest rates  rather than the credit quality of the
issuers.  Furthermore, substantially  all of these securities have a market value at
December 31, 2004 that is  within 5% of their amortized costs.  BB&T has the ability and
intent to  retain these securities for a period of time sufficient to recover all
unrealized losses.  Accordingly, BB&T has not recognized any  other-than-temporary
impairment in connection with these securities.”

Margaret Fitzgerald

United States Securities and Exchange Commission

December 21, 2005

Page - 4 -

     5.

     Comment:
Please revise to include the disclosure requirements of EITF  03-1 as of each date for
which a statement of financial position is  presented.  Please provide us these
disclosures as of December 31, 2003.

     Response:
We will revise our disclosures in future filings to include the  disclosures required by
EITF 03-1 as of each balance sheet date.  The  following table presents our
temporarily-impaired securities as of  December 31, 2003:

     Less than 12 months
     12 months or more
     Total

     Fair
     Unrealized
     Fair
     Unrealized
     Fair
     Unrealized

     Value
     Losses
     Value
     Losses
     Value
     Losses

     (Dollars in thousands)

     Securities:

     U.S. Treasuries

     $
     12,963

     $
     51

     $
     --

     $
     --

     $
     12,963

     $
     51

     U.S. government entities

     6,387,513

     177,744

     --

     --

     6,387,513

     177,744

     Mortgage-backed securities

     881,890

     10,010

     --

     --

     881,890

     10,010

     States and political subdivisions

     158,563

     750

     --

     --

     158,563

     750

     Equity and other securities

     140,602

     4,358

     33,927

     4,495

     174,529

     8,853

           Total temporarily impaired securities

     $
     7,581,531

     $
     192,913

     $
     33,927

     $
     4,495

     $
     7,615,458

     $
     197,408

     6.

     Comment:
Please revise to disclose how you have considered the criteria  in paragraph 15 of SFAS
115 in determining that your transfers of  securities out of the available for sale
category to the trading category  are “rare”.

     Response:
In addition to the disclosures on page 71 of the Company’s Form  10-K please be
advised that this is the first and only transfer BB&T has  had into or out of its trading
portfolio; therefore the Company concluded  that this transfer was rare.

Note 4:  Loans and
Leases, page 85

     7.

     Comment:
Please revise to clarify how you consider residual values in  recording leased assets.
The only disclosure we currently note concerns  guaranteed residual values and lease
receivables.

     Response:
We will revise our disclosures in future filings to expand the  discussion of our
accounting for lease receivables in the following manner:

     “Lease
receivables consist primarily of investments in leveraged lease  transactions and direct
financing leases on rolling stock, equipment and  real property.  Direct financing lease
receivables are stated at the total  amount of future minimum lease payments receivable
plus estimated residual  values and initial direct costs, less unearned income.
Leveraged leases  are also carried net of non-recourse debt.  Income is recognized over
the  lives of the lease contracts using the interest method.  B&T also enters  into
operating leases as a lessor.  Operating lease equipment is carried  at cost less
accumulated depreciation and is depreciated to the estimated  residual value using the
straight-line method over the lesser of the lease  term or projected economic life of the
assets.”

Margaret Fitzgerald

United States Securities and Exchange Commission

December 21, 2005

Page - 5 -

     8.

     Comment:
Revise to disclose your policy for reviewing residual values for  leases, including when
they are reviewed and the methodology applied by  management to perform the review.

     Response:
We will revise our disclosures in future filings to include a  discussion of the Company
policy for reviewing residual values in the  following manner:

     “BB&T
 estimates
the residual value at the inception of each lease.  In  addition, BB&T reviews residual
values periodically, at least annually,  and monitors the residual realizations at the
end of the lease term.  If  the review of the estimated residual values indicates
potential impairment  and this decline is other than temporary, such impairment is
recognized in  current period earnings.  Estimated residual values are evaluated using
information that includes both internal and external appraisals and  historical residual
realization experience.”

     9.

     Comment:
Please revise to disclose how you consider the following when  initially estimating
un-guaranteed residual values:

     ·

      provisions
to escalate minimum lease payments;

     ·

      guarantees
by a third party related to the lessee;

     ·

      guarantees
by a third party related to the lessor;

     ·

      guarantees
of rental payments beyond the lease term by a third party unrelated to either the lessee
or the lessor; and

     ·

      renewals
or other extensions.

     Response:
BB&T considers the relevant provisions of lease agreements when  initially estimating
residual values of leased assets, including  guarantees and renewals or extension
clauses.  BB&T’s typical lease  arrangement does not contain escalating minimum lease
payments, guarantees  by third parties related to the lessor or guarantees of rental
payments  beyond the lease term.  Guarantees by third parties related to the lessee  are
essentially just “co-signers” and do not represent a guarantee of an  amount
not previously guaranteed by the lessee.  Guarantees by third  parties related to the
lessee are included in the minimum lease payments  only to the extent they represent a
true guarantee giving consideration to  the applicable provisions, such as exclusions,
deductibles and other  provisions.  Should the provision preclude the determination of
the amount  that is guaranteed, then the guarantee is not included in the  determination
of minimum lease payments.

Margaret Fitzgerald

United States Securities and Exchange Commission

December 21, 2005

Page - 6 -

     The
Company has recorded $17.6 million of un-guaranteed residual values,  which represents
less than one-tenth of one percent of the entire loan and  lease portfolio.  Due to the
relatively immaterial amount of un-guaranteed  residuals we feel the disclosures would
not be enhanced by further  discussion of these provisions.  However, we would be happy
to discuss  this issue further with the Staff upon their review.

Note 7:  Goodwill
and Other Intangible Assets, page 87

     10.

      Comment:
We note that there were adjustments made to goodwill related  to acquisitions completed
in prior years.  Please revise to disclose the  allocation period established by
management used to finalize the purchase  price allocations of your acquisitions.

     Response:
We will revise our future filings to expand the disclosure in  our Summary of Significant
Accounting Policies as follows:

     “BB&T typically
provides an allocation period not to exceed one year to  finalize the purchase price
allocations related to its business  combinations.”

Note 18:
Derivative Financial Instruments, page 111

     11.

      Comment:
Please revise to disclose the following related to your  derivative financial instruments:

     ·

      Identify
whether you use the long-haul method, the short-cut method, or  matched terms to assess
the effectiveness of your hedging  strategies.

     ·

      Describe
how you assess hedge effectiveness and measure hedge  ineffectiveness for each hedging
strategy.

     ·

      If
you apply the short-cut method of assessing hedge effectiveness,  tell us how you
determined that the hedge meets the conditions of  paragraph 68 of SFAS 133 to qualify
for such treatment.

     Response:
BB&T uses a combination of the short-cut method, the matched  terms method and the
long-haul method to assess the effectiveness of  hedging strategies.  At December 31,
2004, BB&T had $3.0 billion of fair  value hedges related to its long-term debt.  These
hedges were in the form  of interest-rate swaps and BB&T utilized the short-cut method to
assess  the effectiveness of the hedge at the inception of the derivative.  All