Mail Stop 4561

Via U.S. Mail and Facsimile to (703) 720-7399



April 19, 2006



M. Patricia Oliver, Esq.
Executive Vice President and General Counsel
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101


RE:     BB&T Corporation
            Pre- Effective Amendment Number 2 to
	Registration Statement on Form S-4
      Filed on April 12, 2006
            File Number 333-132044



Dear Ms. Oliver:

      We have reviewed your amended registration statement and
have
the following comments.   We have restricted our review to matters
relating to the merger consideration and fairness opinion and do
not
intend to review any other part of your document.  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.

      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.


Risk Factors, page 24

1. Please delete "The value of Main Street Common Stock . . ." and
"The Merger Agreement Limits Main Street`s Ability."   They do not
state risks of entering into the transaction.

The Merger, page 21

2. Please delete the language in the second sentence of the second
paragraph on page 22 beginning ,"and does not represent."  Since
the
information in the table referred to deals with projected
financial
results and financial condition and not valuations, the sentence
is
inappropriate.

Main Street`s Reasons for the Merger, page 25

3. As previously requested, the board should specifically note
each
line item analysis underlying the Burke Capital opinion that does
not
appear to support its recommendation and state why, in light of
those
analyses, it is recommending the transaction.

4. Please clarify the factors on tangible book value and market
price
so that the basic information is in the factor.


					*   *   *   *   *


Closing Comments

      As appropriate, please amend your filing and respond to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review by showing deleted sections as
strikethrough and added sections as underlining.  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.






            If you have any questions regarding this letter,
please
feel free to contact William Friar at 202-551-3418, or me at 202-
551-
3698.


	Sincerely,



	Mark S. Webb
      	Legal Branch Chief







cc: 	Paul D. Freshour
	Arnold & Porter LLP
	Suite 900
	1600 Tysons Blvd
	McLean, Virginia 22102
	Fax number 703-720-7399

	Ralph F. MacDonald, III
	Alston & Bird LLP
	One Atlantic Center
	1201 West Peachtree Street
	Atlanta, Georgia 30309

	Elizabeth O. Derrick, Esq.
	Womble Carlyle Sandridge & Rice, PLLC
	Suite 3500
	1201 West Peachtree Street
	Atlanta, Georgia 30309

Ms. M. Patricia Oliver, Executive Vice President
BB&T Corporation
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