S-8

As filed with the Securities and Exchange Commission on April 29, 2009

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

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

NORTH CAROLINA	56-0939887
(State or other jurisdiction of	(I.R.S. Employer Identification
incorporation of organization)	Number)

200 West Second Street
       Winston-Salem, North Carolina 27101      
(Address of principal executive offices, including zip code)

BB&T CORPORATION
AMENDED AND RESTATED
2004 STOCK INCENTIVE PLAN
(Full title of the plan)

Frances B. Jones
Executive Vice President, General Counsel, Corporate Secretary and
Chief Corporate Governance Officer
BB&T Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
          (336) 733-2180         
(Name, address and telephone number, including area code,
of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the difinitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ	Accelerated filer  ¨
Non-accelerated filer  ¨  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of		maximum	maximum
securities	Amount	offering	aggregate	Amount of
to be	to be	price	offering	registration
registered	registered	per share (1)	price (1)	fee (1)
Common Stock, par value
$5.00 per share	25,000,000	$21.47	$536,750,000	$29,950.65

(1)  Pursuant to Rule 457(c) and (h)(1), based on the average ($21.47) of the high ($22.24) and low ($20.70) prices of the Company's Common Stock on April 23, 2009, as reported on the New York Stock Exchange. 

EXPLANATORY NOTE

     This Registration Statement is being filed solely for the registration of 25,000,000 additional shares of the common stock, $5.00 par value per share (the “Common Stock”), of BB&T Corporation (the “Company” or “BB&T”) that are issuable in connection with awards under the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, as amended (the “Plan”). At the Company’s Annual Meeting of Shareholders held on April 28, 2009, the shareholders approved amendments to the Plan to authorize the issuance of the shares of BB&T Common Stock that are being registered hereunder. For a description of these amendments, please refer to the Company’s Proxy Statement dated March 13, 2009.

     Pursuant to General Instruction E to Form S-8, the contents of the earlier Registration Statements relating to the Plan (Registration Nos. 333-116488 and 333-147923) are hereby incorporated by reference in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.      Interests of Named Experts and Counsel.

     The legality of the securities offered hereby has been passed upon for the Company by Frances B. Jones, Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T. Ms. Jones owns shares of BB&T’s Common Stock and holds options to purchase additional shares of BB&T’s Common Stock.

Item 8.       Exhibits.

     The following exhibits are filed as a part of this Registration Statement:

Exhibit	Description
No.
5	Opinion of Frances B. Jones, Esq., Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T.
23.1	Consent of Frances B. Jones, Esq., Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T (included in Exhibit 5).
23.2	Consent of PricewaterhouseCoopers LLP.
24	Power of Attorney of Directors and Officers of BB&T.

SIGNATURES

THE REGISTRANT

     Pursuant to the requirements of the Securities Act of 1933, BB&T Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 29^th day of April, 2009.

BB&T CORPORATION 

                   By: _/s/ Frances B. Jones                     

                   Frances B. Jones 

                   Executive Vice President, General Counsel, 

                   Corporate Secretary and Chief Corporate 

                   Governance Officer 

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 29, 2009.

	/s/ John A. Allison IV*		/s/ Kelly S. King*
Name:	John A. Allison IV	Name:	Kelly S. King
Title:	Chairman of the Board	Title:	Director, President and
			Chief Executive Officer
			(principal executive officer)
	/s/ Daryl N. Bible*		/s/ Edward D. Vest*
Name:	Daryl N. Bible	Name:	Edward D. Vest
Title:	Senior Executive Vice President	Title:	Executive Vice President
	and Chief Financial Officer		and Corporate Controller
	(principal financial officer)		(principal accounting officer)
	/s/ Jennifer S. Banner*		/s/ Anna R. Cablik*
Name:	Jennifer S. Banner	Name:	Anna R. Cablik
Title:	Director	Title:	Director
	/s/ Nelle R. Chilton*		/s/ Ronald E. Deal*
Name:	Nelle R. Chilton	Name:	Ronald E. Deal
Title:	Director	Title:	Director
	/s/ Tom D. Efird*		/s/ Barry J. Fitzpatrick*
Name:	Tom D. Efird	Name:	Barry J. Fitzpatrick
Title:	Director	Title:	Director

	/s/ L. Vincent Hackley, PhD.*		/s/ Jane P. Helm*
Name:	L. Vincent Hackley, PhD.	Name:	Jane P. Helm
Title:	Director	Title:	Director
	/s/ John P. Howe III, M.D.*		/s/ James H. Maynard*
Name:	John P. Howe III, M.D.	Name:	James H. Maynard
Title:	Director	Title:	Director
	/s/ Albert O. McCauley*
Name:	Albert O. McCauley	Name	J. Holmes Morrison
Title:	Director	Title:	Director
	/s/ Nido R. Qubein*		/s/ Thomas N. Thompson*
Name:	Nido R. Qubein	Name:	Thomas N. Thompson
Title:	Director	Title:	Director
	/s/ Stephen T. Williams*
Name:	Stephen T. Williams
Title:	Director

*By:	/s/ Frances B. Jones
	Frances B. Jones
	Attorney-in-Fact

EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation

Exhibit	Description
No.
5	Opinion of Frances B. Jones, Esq., Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T.
23.1	Consent of Frances B. Jones, Esq., Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T (included in Exhibit 5).
23.2	Consent of PricewaterhouseCoopers LLP.
24	Power of Attorney of Directors and Officers of BB&T.

EX-5

Exhibit 5

[Letterhead of Frances B. Jones]

April 29, 2009

BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

Re: Registration Statement on Form S-8 (the “Registration Statement”) relating to the BB&T Corporation 2004 Stock Incentive Plan, as amended (the “Plan”)

Ladies and Gentlemen:

     I am the Executive Vice President, General Counsel, Corporate Secretary and Chief Corporate Governance Officer of BB&T Corporation (“BB&T”) and am familiar with the Registration Statement being filed in connection with the 25,000,000 shares of BB&T’s common stock, par value $5.00 per share (the “Shares”), which are proposed to be offered and sold pursuant to the Plan. This opinion is provided pursuant to the requirements of Item 8(a) of Form S-8 and Item 601(b)(5) of Regulation S-K.

     In connection with the foregoing, I and attorneys on my staff who are licensed to practice law in North Carolina have examined such records, documents and proceedings as we have deemed relevant as a basis for the opinion expressed herein. For the purpose of this opinion, we have assumed that BB&T will continue to be incorporated and in good standing under the laws of the State of North Carolina.

     Based on and subject to the foregoing, and having regard for such legal considerations as we deem relevant, it is my opinion that the Shares have been duly authorized and, upon issuance and delivery of, and payment for the Shares in the manner contemplated by the Plan, will be validly issued, fully paid and nonassessable.

     This opinion is limited to the laws of the State of North Carolina, and no opinion is expressed as to the effect of the laws of any other jurisdiction.

     I hereby consent to being named as the attorney who passed upon the validity of the Shares and to the filing of a copy of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or other rules and regulations of the Commission thereunder.

Very truly yours, 

  /s/ Frances B. Jones

Frances B. Jones 

Executive Vice President, General Counsel, 

Corporate Secretary and Chief Corporate 

Governance Officer 

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in BB&T Corporation's Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina
April 29, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

     Each of the undersigned, being a director and/or officer of BB&T Corporation (the “Company”), hereby nominates, constitutes and appoints Kelly S. King, Christopher L. Henson and Frances B. Jones, or any one of them severally, to be his or her true and lawful attorneys-in-fact, for him or her and in his or her name, place and stead, in any and all capacities stated below, to sign and to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of the issuance of additional shares of the Company’s common stock, $5.00 par value per share, that may be issued pursuant to the BB&T Corporation Amended and Restated 2004 Stock Incentive Plan, as amended, and to file any and all amendments, including post-effective am endments, to the Registration Statement (and to file any subsequent registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended, which relates to the Registration Statement), making such changes in the Registration Statement as such attorney-in-fact deems appropriate, and generally to do all such things on his or her behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Commission.

     This Power of Attorney has been signed by the following persons in the capacities indicated on February 24, 2009.

	/s/ John A. Allison IV		/s/ Kelly S. King
Name:	John A. Allison IV	Name:	Kelly S. King
Title:	Chairman of the Board	Title:	Director, President and
			Chief Executive Officer
			(principal executive officer)
	/s/ Daryl N. Bible		/s/ Edward D. Vest
Name:	Daryl N. Bible	Name:	Edward D. Vest
Title:	Senior Executive Vice President	Title:	Executive Vice President
	and Chief Financial Officer		and Corporate Controller
	(principal financial officer)		(principal accounting officer)
	/s/ Jennifer S. Banner		/s/ Anna R. Cablik
Name:	Jennifer S. Banner	Name:	Anna R. Cablik
Title:	Director	Title:	Director
	/s/ Nelle R. Chilton		/s/ Ronald E. Deal
Name:	Nelle R. Chilton	Name:	Ronald E. Deal
Title:	Director	Title:	Director
	/s/ Tom D. Efird		/s/ Barry J. Fitzpatrick
Name:	Tom D. Efird	Name:	Barry J. Fitzpatrick
Title:	Director	Title:	Director

	/s/ L. Vincent Hackley, PhD.		/s/ Jane P. Helm
Name:	L. Vincent Hackley, PhD.	Name:	Jane P. Helm
Title:	Director	Title:	Director
	/s/ John P. Howe III, M.D.		/s/ James H. Maynard
Name:	John P. Howe III, M.D.	Name:	James H. Maynard
Title:	Director	Title:	Director
	/s/ Albert O. McCauley
Name:	Albert O. McCauley	Name	J. Holmes Morrison
Title:	Director	Title:	Director
	/s/ Nido R. Qubein		/s/ Thomas N. Thompson
Name:	Nido R. Qubein	Name:	Thomas N. Thompson
Title:	Director	Title:	Director
	/s/ Stephen T. Williams
Name:	Stephen T. Williams
Title:	Director