------------------------------

                       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)

                           SCOTT & STRINGFELLOW, INC.
                             EXECUTIVE AND EMPLOYEE
                                 RETENTION PLAN
                            (Full title of the plan)
                          ---------------------------

                             Jerone C. Herring, Esq.
                                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)


                         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,
$5.00 par       377,095 shares    $ 35.25          $  13,292,599    $  3,695.34
 value                            -------------    --------------   ------------

--------------------------------------------------------------------------------

(1)    Estimated  solely  for  the  purpose  of determining the registration fee
       pursuant to Rule 457(c) and (h)(1) under the Securities Act  of  1933, as
       amended.


<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998, filed on March 19, 1999;

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1999, filed on May 14, 1999;

                  (c) The  Company's  Current  Reports on Form 8-K  and/or  Form
         8-K/A filed  January 8, 1999,  January  14,  1999,  January  27,  1999,
         January 27,  1999,  January 28,  1999,  April 9, 1999,  April 12, 1999,
         April 28, 1999, April 28, 1999 and April 28, 1999; and

                  (d) The  description  of the  Company's  Common  Stock  in the
         Company's  registration  statement  filed under the  Exchange  Act with
         respect to the Common Stock, including all amendments and reports filed
         for the purpose of updating such description.

                  (e) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year referred to in (a)
         above.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The legality of the securities  offered hereby has been passed
upon by the firm of  Womble  Carlyle  Sandridge  & Rice,  PLLC,  counsel  to the
Company.

Item 6.  Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director  or  officer  meets a certain  standard  of  conduct,  provided  when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may

                                     II - 1
<PAGE>

order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                  BB&T's bylaws provide for the  indemnification of any director
or officer of BB&T against  liabilities and litigation  expenses  arising out of
his  status as such,  excluding:  (i) any  liabilities  or  litigation  expenses
relating  to  activities  which were at the time taken known or believed by such
person to be clearly in  conflict  with the best  interest of BB&T and (ii) that
portion of any  liabilities  or  litigation  expenses with respect to which such
person is entitled to receive payment under any insurance policy.

                  BB&T's articles of  incorporation  provide for the elimination
of the  personal  liability  of each  director  of BB&T  to the  fullest  extent
permitted by law.

                  BB&T  maintains  directors  and officers  liability  insurance
that, in general,  insures:  (i) BB&T's  directors and officers  against loss by
reason of any of their  wrongful  acts and (ii) BB&T  against  loss arising from
claims  against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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

         Number                     Description

         5                 Opinion of Womble Carlyle Sandridge & Rice, PLLC

         23.1              Consent of Womble Carlyle Sandridge & Rice, PLLC
                           (included in Exhibit 5)

         23.2              Consent of Arthur Andersen LLP

         24                Power of Attorney of Directors and Officers of the
                           Company

         99                Scott & Stringfellow, Inc. Executive and Employee
                           Retention Plan

                                      II - 2
<PAGE>

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To  file, during  any  period  in  which  offers  or sales are
                  being made, a post-effective  amendment to  this  Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling  persons of
         the  Company  pursuant to the foregoing  provisions, or  otherwise, the
         Company has been advised that in  the opinion of  the  commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In  the  event  that a claim for
         indemnification  against  such  liabilities  (other than the payment by
         the  company  of  expenses incurred  or  paid by a director, officer or
         controlling person of the Company in  the  successful  defense  of  any
         action, suit or proceeding)  is  asserted  by such director, officer or
         controlling person in connection with  the securities being registered,
         the Company will, unless in  the opinion of  its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public  policy as expressed in the Securities Act and  will be governed
         by the final adjudication of such issue.

                                     II - 3
<PAGE>





                                   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
22nd day of June, 1999.


                                            BB&T CORPORATION

                                            By:      /s/ Jerone C. Herring
                                                     Jerone C.  Herring
                                                     Executive Vice President

         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 June 22, 1999.


         /s/ John A. Allison IV                       /s/ Scott E. Reed
------------------------------------         -----------------------------------
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer
                                                      (principal financial
                                                      officer)

         /s/ Sherry A. Kellett                        /s/ Paul B. Barringer
------------------------------------         -----------------------------------
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting
         officer)

         /s/ Alfred E. Cleveland                      /s/ W. R. Cuthbertson, Jr.
------------------------------------         -----------------------------------
Name:    Alfred E. Cleveland                 Name:    W. R. Cuthbertson, Jr.
Title:   Director                            Title:   Director

         /s/ Ronald E. Deal                           /s/ A. J. Dooley, Sr.
------------------------------------         -----------------------------------
Name:    Ronald E. Deal                      Name:    A. J. Dooley, Sr.
Title:   Director                            Title:   Director

         /s/ Tom D. Efird                             /s/ Paul S. Goldsmith
------------------------------------         -----------------------------------
Name:    Tom D. Efird                        Name:    Paul S. Goldsmith
Title:   Director                            Title:   Director

         /s/ L. Vincent Hackley                       /s/ Jane P. Helm
------------------------------------         -----------------------------------
Name:    L. Vincent Hackley                  Name:    Jane P. Helm
Title:   Director                            Title:   Director


                                     II - 4
<PAGE>



         /s/ Richard Janeway, M.D.                    /s/ J. Ernest Lathem, M.D.
------------------------------------         -----------------------------------
Name:    Richard Janeway, M.D.               Name:    J. Ernest Lathem, M.D.
Title:   Director                            Title:   Director

         /s/ James H. Maynard                         /s/ Joseph A. McAleer, Jr.
------------------------------------         -----------------------------------
Name:    James H. Maynard                    Name:    Joseph A. McAleer, Jr.
Title:   Director                            Title:   Director

         /s/ Albert O. McCauley                       /s/ Richard L. Player, Jr.
------------------------------------         -----------------------------------
Name:    Albert O. McCauley                  Name:    Richard L. Player, Jr.
Title:   Director                            Title:   Director

         /s/ C. Edward Pleasants, Jr.
------------------------------------         -----------------------------------
Name:    C. Edward Pleasants, Jr.            Name:    Nido R. Qubein
Title:   Director                            Title:   Director

         /s/ E. Rhone Sasser                          /s/ Jack E. Shaw
------------------------------------         -----------------------------------
Name:    E. Rhone Sasser                     Name: Jack E. Shaw
Title:   Director                            Title:   Director


------------------------------------
Name:    Harold B. Wells
Title:   Director





*By:        /s/ Jerone C. Herring
------------------------------------
            Name:  Jerone C. Herring
            Attorney-in-Fact

                                     II - 5
<PAGE>



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


Exhibit No.         Description

     5              Opinion of Womble Carlyle Sandridge & Rice, PLLC

     23.1           Consent of Womble Carlyle Sandridge & Rice, PLLC (included
                    in Exhibit 5)

     23.2           Consent of Arthur Andersen LLP

     24             Power of Attorney of Directors and Officers of the Company

     99             Scott & Stringfellow, Inc. Executive and Employee Retention
                    Plan


<PAGE>




                                    EXHIBIT 5
<PAGE>
                                [WCSR LETTERHEAD]



                                                   June 24, 1999



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

                  Re:      Registration  Statement  on Form S-8 with  respect to
                           the Scott & Stringfellow, Inc. Executive and Employee
                           Retention Plan

Ladies and Gentlemen:

     We have acted as counsel for BB&T Corporation (the "Company") in connection
with its  registration  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  of 377,095 shares (the "Shares") of the common stock of the
Company,  $5.00 par value (the "Common Stock"), which are proposed to be offered
and sold  pursuant to the Scott &  Stringfellow,  Inc.  Executive  and  Employee
Retention Plan (the "Plan").  The Shares are proposed to be registered  pursuant
to  the  Company's   Registration  Statement  on  Form  S-8  (the  "Registration
Statement")  to be filed  with  the  Securities  and  Exchange  Commission  (the
"Commission").  This opinion is provided  pursuant to the requirements of Item 8
of Form S-8 and Item 601(b)(5) of Regulation S-K.

     In rendering this opinion,  we have examined such records,  documents,  and
proceedings  as we have deemed  relevant  as a basis for the  opinion  expressed
herein.

     This  opinion  is  limited  to the laws of the  State  of  North  Carolina,
excluding  local laws of the State of North Carolina  (e.g.,  the regulations of
counties,  towns,  municipalities  and  special  political  subdivisions  of, or
authorities  or  quasi-governmental  bodies  constituted  under the laws of, the
State of North Carolina and judicial  decisions to the extent they deal with any
of the foregoing), and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

     Based upon and subject to the  foregoing,  and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, upon issuance of the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and nonassessable.

<PAGE>

     We  hereby  consent  to the  filing  of a copy of  this  opinion  with  the
Commission as Exhibit 5 to the Registration  Statement.  In giving this consent,
we do not admit that we are  within the  category  of persons  whose  consent is
required by Section 7 of the Securities  Act, or other rules and  regulations of
the Commission thereunder.

                                    Very truly yours,

                                    WOMBLE CARLYLE SANDRIDGE & RICE
                                    A Professional Limited Liability Company



                                    By: /s/ Jane Jeffries Jones
                                        ------------------------
                                        Jane Jeffries Jones


<PAGE>



                                  EXHIBIT 23.1

                            (Included in Exhibit 5)


<PAGE>



                                  EXHIBIT 23.2
<PAGE>
                                                                    Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report dated April 30, 1999,
included  in BB&T  Corporation's  Form 8-K  dated  April  30,  1999,  and to all
references to our firm included in this registration statement. Our report dated
January 29, 1999, included in BB&T Corporation's financial statements previously
filed on Form 10-K and incorporated by reference in this registration  statement
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling-of-interests.

                                                             Arthur Andersen LLP

Charlotte, North Carolina,
June 24, 1999.


<PAGE>



                                   EXHIBIT 24


<PAGE>


                                POWER OF ATTORNEY

     Each  of  the  undersigned,   being  a  director  and/or  officer  of  BB&T
Corporation (the "Company"), hereby nominates,  constitutes and appoints John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain shares of the common stock of the Company,  $5.00 par value (the "Common
Stock"),  in  connection  with the  Scott &  Stringfellow,  Inc.  Executive  and
Employee  Retention  Plan,  and  to  file  any  and  all  amendments,  including
post-effective amendments, 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 June 22, 1999.

         /s/ John A. Allison IV                       /s/ Scott E. Reed
------------------------------------         -----------------------------------
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer
                                                      (principal financial
                                                      officer)

         /s/ Sherry A. Kellett                        /s/ Paul B. Barringer
------------------------------------         -----------------------------------
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting officer)

         /s/ Alfred E. Cleveland                      /s/ W. R. Cuthbertson, Jr.
------------------------------------         -----------------------------------
Name:    Alfred E. Cleveland                 Name:    W. R. Cuthbertson, Jr.
Title:   Director                            Title:   Director


         /s/ Ronald E. Deal                           /s/ A. J. Dooley, Sr.
------------------------------------         -----------------------------------
Name:    Ronald E. Deal                      Name:    A. J. Dooley, Sr.
Title:   Director                            Title:   Director




         /s/ Tom D. Efird                             /s/ Paul S. Goldsmith
------------------------------------         -----------------------------------
Name:    Tom D. Efird                        Name:    Paul S. Goldsmith
Title:   Director                            Title:   Director

         /s/ L. Vincent Hackley                       /s/ Jane P. Helm
------------------------------------         -----------------------------------
Name:    L. Vincent Hackley                  Name:    Jane P. Helm
Title:   Director                            Title:   Director

         /s/ Richard Janeway, M.D.                    /s/ J. Ernest Lathem, M.D.
------------------------------------         -----------------------------------
Name:    Richard Janeway, M.D.               Name:    J. Ernest Lathem, M.D.
Title:   Director                            Title:   Director



<PAGE>




         /s/ James H. Maynard                         /s/ Joseph A. McAleer, Jr.
------------------------------------         -----------------------------------
Name:    James H. Maynard                    Name:    Joseph A. McAleer, Jr.
Title:   Director                            Title:   Director


         /s/ Albert O. McCauley                       /s/ Richard L. Player, Jr.
------------------------------------         -----------------------------------
Name:    Albert O. McCauley                  Name:    Richard L. Player, Jr.
Title:   Director                            Title:   Director


         /s/ C. Edward Pleasants,
------------------------------------         -----------------------------------
Name:    C. Edward Pleasants, Jr.            Name:    Nido R. Qubein
Title:   Director                            Title:   Director

          /s/ E. Rhone Sasser                         /s/ Jack E. Shaw
------------------------------------         -----------------------------------
Name:    E. Rhone Sasser                     Name:    Jack E. Shaw
Title:   Director                            Title:   Director


------------------------------------
Name:    Harold B. Wells
Title:   Director






<PAGE>



                                   EXHIBIT 99


<PAGE>







                           SCOTT & STRINGFELLOW, INC.

                      EXECUTIVE AND EMPLOYEE RETENTION PLAN

                              As Adopted Effective
                                 March 26, 1999



<PAGE>






                           SCOTT & STRINGFELLOW, INC.

                      EXECUTIVE AND EMPLOYEE RETENTION PLAN

           l. Purpose.  The purpose of this  Executive  and  Employee  Retention
Plan is to  further  the  stability  and  financial  success  of the  Company by
retaining key employees through the use of stock incentives. It is believed that
Retention Awards granted to such employees under this Plan will strengthen their
desire to remain employed with the Company.

           2.  Definitions.  As used in the Plan,  the following  terms have the
meanings indicated:

           (a)  "Applicable  Withholding  Taxes" means the  aggregate  amount of
federal,  state and local income and payroll  taxes that the Company is required
to withhold in connection with any vesting or distribution of a Retention Award.

           (b) "BB&T" means BB&T Corporation, a North Carolina corporation.

           (c) "BB&T Stock" means common stock of BB&T.

           (d) "Cause"  means Just Cause as defined in Section 6(b) of Exhibit B
to the Merger Agreement.

           (e) "Change of Control" means Change of Control as defined in Section
6(d) Exhibit B to the Merger Agreement.

           (f) "Code" means the Internal Revenue Code of 1986, as amended.

           (g) "Company" means Scott &  Stringfellow,  Inc. and any successor or
subsidiary of Scott & Stringfellow,  Inc. Specifically,  without limitation, the
term "Company" shall mean the Surviving Subsidiary as defined in Section 4.17 of
the Merger Agreement.

           (h)  "Committee"  means the  Compensation  Committee  of the Board of
Directors of BB&T.

           (i) "Date of Grant" means March 26, 1999.

           (j)  "Disabled"  means a physical or mental  condition that qualifies
the Participant for long-term  disability benefits under the Company's long-term
disability plan or program as in effect from time to time.

<PAGE>

           (k)  "Merger  Agreement"  means  the  Amended  and  Restated  Plan of
Reorganization  between  BB&T and Scott &  Stringfellow  Financial,  Inc.  dated
September 16,1998.

           (1)  "Participant"  means any  employee of the Company who receives a
Retention Award under the Plan.

           (m) "Retention  Award" means an award of BB&T Stock under the Plan as
shown on Exhibit A.

           (n) "Rule  16b-3"  means Rule 16b-3 of the  Securities  and  Exchange
Commission promulgated under the Securities Exchange Act of 1934, as amended.

           (o) "Vesting Date" means each of July 31, 1999,  July 31, 2000,  July
31, 2001 and July 31, 2002.

           (p)  "Vesting  Percentage"  means the  following  percentages  of the
shares  of BB&T  Stock  remaining  to be  distributed  from the  Retention  Plan
(including  those nonvested  shares held in the trust described in Section 6) on
the respective Vesting Dates:

              (i)   July 31, 1999 - 15%

              (ii)  July 31, 2000 - 23.5%

              (iii) July 31, 2001 - 46.2%

              (iv)  July 31, 2002 - 100%

           3. Stock.  There is  reserved  for  issuance  under the Plan  377,095
authorized but unissued shares of BB&T Stock.

           4. Eligibility.

           (a) The employees of the Company listed on Exhibit A are Participants
under the Plan, and each has received as a Retention  Award the number of shares
of BB&T Stock shown on Exhibit A beside the Participant's name.

           (b) Neither the grant of a  Retention  Award nor any other  provision
hereof shall obligate the Company to continue the employment of any  Participant
after the  grant,  and no  employee  of the  Company  shall  have any  rights to
continued employment on account of this Plan.

           5. Retention Awards.

           (a) As of the date hereof, the Company shall give to each Participant
a notice  stating the number of whole shares of BB&T Stock granted  hereunder to

                                       2
<PAGE>

the  Participant,  along with a copy of the Plan and the provisions of Exhibit A
that apply to the  Participant.  All rights of  Participants  hereunder shall be
governed  by the terms of the Plan.  As soon as  practicable  following  June 1,
1999, BB&T shall issue stock certificates  representing  ownership of the shares
of BB&T Stock subject to Retention Awards under the Plan. With respect to shares
of BB&T Stock  subject to a Stock  Deferral  Election as described in Section 6,
the  certificate  or  certificates  therefor  shall be issued in the name of the
trustee  of the trust  described  in  Section 6 and shall be  delivered  to such
trustee. With respect to shares of BB&T Stock not subject to such election,  the
certificate  representing  the shares of BB&T Stock awarded to each  Participant
shall be issued in the name of the  Participant and shall be held by the Company
for  distribution  to such  Participant as required on each  applicable  Vesting
Date.  Each  Participant  in whose name shares are issued  shall  deliver to the
Company  on or before  June 1, 1999,  a stock  power  executed  in blank by such
Participant.  All shares of BB&T Stock awarded under the Plan shall be deemed to
be issued and  outstanding  as of June 2,  1999,  and shall be  entitled  to the
payment of dividends and to vote on all record dates thereafter unless and until
such shares  shall be  forfeited  hereunder.  Any shares so  forfeited  shall be
transferred  by the trustee (with respect to shares held in the trust) or by the
Company  (with  respect to shares  held by the  Company)  to BB&T and  thereupon
canceled.

           (b) Except as provided in Section 6, as soon as practicable following
each Vesting Date each  Participant  who has been  continuously  employed by the
Company from the Date of Grant to the Vesting Date shall  receive a  certificate
representing ownership of the number of whole shares of BB&T Stock determined by
multiplying  the number of shares  allocated to the  Participant  under the Plan
that have not been distributed as of such Vesting Date by the Vesting Percentage
applicable  to such Vesting  Date.  If a  Participant  shall be terminated as an
employee of the Company prior to any Vesting Date, except as otherwise  provided
in paragraph (c) immediately following such Participant shall forfeit all rights
to all shares of BB&T Stock awarded to him or her and which have not  previously
vested.

           (c) All shares of BB&T Stock  allocated  to a  Participant  under the
Plan shall vest and be distributed  immediately to the Participant if any of the
following events occur:  (i) the Participant is involuntarily  discharged by the
Company other than for Cause, and the Committee,  upon evidence  provided by the
Chief Executive  Officer of the Company,  shall determine in good faith that the
discharge  was primarily  for reasons  other than the  Participant's  failure to
perform his or her duties for the Company in a manner  reasonably  acceptable to
the Company;  (ii) the  Participant's  employment with the Company is terminated
because the Participant dies or becomes Disabled,  or (iii) there is a Change of
Control,  and within six months of the  Change of  Control  the  Participant  is
involuntarily discharged for any reason other than for Cause.

           (d) Each  distribution  of the Retention Award shall be solely in the
form of whole shares of BB&T Stock  (determined by rounding to the nearest whole
share), based on the number of shares with respect to each Participant set forth
on Exhibit A. In the event that a Participant  shall have a fractional  share of
BB&T Stock allocated to the Participant at the time of final distribution,  such
fractional  share shall be  converted  to cash  (based on the closing  price per
share of BB&T  Stock on the New York  Stock  Exchange  on the last  trading  day
preceding the date of distribution) and distributed to the Participant,  and the
fractional share shall be canceled by BB&T.

                                       3
<PAGE>

           (e) Each Participant  hereby agrees,  and as a condition to receiving
an award of BB&T Stock hereunder,  to pay to the Company,  or make  arrangements
satisfactory to the Company  regarding the payment to the Company of, Applicable
Withholding Taxes. Until such amount has been paid or arrangements  satisfactory
to the Company have been made, no stock  certificate  shall be delivered to such
Participant.

           6. Deferrals of Stock.

           (a) A  Participant  may  elect to  defer  all or any part of the BB&T
Stock covered by his or her  Retention  Award (a "Stock  Deferral  Election") by
completing  a stock  deferral  election  form and filing the same as directed by
BB&T on or before June 1, 1999,  subject to the  following  limitations:  (i) no
portion  of the  Retention  Award  which  would  vest on July 31,  1999 shall be
subject to deferral,  and (ii) the deferral shall apply to either 50% or 100% of
the number of shares of BB&T Stock scheduled to vest on each Vesting Date (other
than the July 31, 1999  Vesting  Date).  A Stock  Deferral  Election may be made
separately with respect to each such Vesting Date. If a Stock Deferral  Election
is made, it shall be  irrevocable  except that a Participant  may revoke a Stock
Deferral  Election  with  respect to any  Vesting  Date that is more than twelve
months  in the  future  by  filing  a  written  notice  of  revocation  with the
Committee. If an election is revoked, it may not be reinstated.

           (b) The shares of BB&T Stock  subject to deferral  shall be held in a
trust having a trustee independent of BB&T and the Company, and shall secure the
Company's  obligation  to pay  shares  of BB&T  Stock to  Participants  who have
elected to defer. The trust and its assets shall remain subject to the claims of
the Company's  creditors and any interest the  Participant may be deemed to have
in the trust may not be sold,  hypothecated or transferred  (including,  without
limitation,  transfer  by  gift),  except  by will or the  laws of  descent  and
distribution.  For  accounting  purposes,  the trustee shall maintain a separate
account for each  Participant.  Each Participant  shall have the right to direct
the  trustee  as to the  voting  of shares  of BB&T  Stock in the  Participant's
account.  All fees and expenses of the trustee  (including the fees and expenses
incurred in preparation of the trust agreement and  establishment  of the trust)
shall be paid by the Participants who have made Stock Deferral  Elections.  Fees
and expenses for  preparation and  establishment  of the trust shall be paid pro
rata  in  accordance   with  the  number  of  shares  held   initially  in  each
Participant's  account.  Other fees and expenses of the trustee shall be payable
quarterly  pro  rata in  accordance  with  the  number  of  shares  held in each
Participant's  account as of the first day of the  quarter for which the payment
is made. All dividends and other distributions (and any interest earned thereon)
paid or made with  respect  to the BB&T Stock  held in a  Participant's  account
shall  be  applied  first  to the  payment  of the  Participant's  share  of the
foregoing fees and expenses,  and the excess  (including any such interest),  if
any, shall be distributed  to the  Participant as soon as practicable  following
receipt by the trust and allocation to Participants'  accounts. Each Participant
shall be personally responsible for and agrees to pay on demand his or her share
of the foregoing fees and expenses which are not satisfied by the application of
dividends and other distributions.

           (c) A Stock Deferral  Election shall provide for  distribution of the
BB&T  Stock  at a  future  date or  dates  elected  by the  Participant.  When a

                                       4
<PAGE>

Participant  is  entitled  to  receive  distributions  of the BB&T Stock held in
Participant's  account in the trust, the trustee shall distribute such shares to
the Participant.  A Participant may revoke any election to defer with respect to
any Vesting Date that is more than 12 months after the  revocation  is delivered
to the  Committee.  Such a  revocation,  once  made,  shall  not be  subject  to
reinstatement.

           (d) If any BB&T Stock is held in a Participant's account in the trust
at the  Participant's  death,  the  Participant's  beneficiary  shall  receive a
distribution of all of such Stock as soon as practicable thereafter.

           7.  Nontransferability of Retention Awards . A Participant's interest
in  a  Retention  Award  may  not  be  sold,  assigned   transferred,   pledged,
hypothecated, or otherwise encumbered.

           8.  Termination,  Modification,  Change . The Plan shall terminate at
the close of  business  on July 31,  2002.  The  Company  may not amend the Plan
without the express written consent of all Participants, except that the Company
may  unilaterally  amend  the Plan  with  respect  to  Participants  as it deems
appropriate  to ensure  compliance  with Rule  16b-3,  or as may be  required to
comply with applicable law.

           9. Administration of the Plan . The Plan shall be administered by the
Committee.  The Committee may adopt rules and  regulations  for carrying out the
Plan with respect to Participants.  The  interpretation  and construction of any
provision of the Plan by the Committee  shall be final and  conclusive as to any
Participant.  The Committee may consult with counsel,  who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

           10.  Notice.   All  notices  and  other  communications  required  or
permitted to be given under this Plan shall be in writing and shall be deemed to
have been duly given if  delivered  personally  or in internal  Company  mail or
mailed first class,  postage prepaid,  as follows (a) if to the Company,  at the
principal business address of the Company to the attention of the Treasurer; (b)
if to any  Participant,  at the last  address  of the  Participant  known to the
sender at the time the notice or other communication is sent.

           11.  Interpretation.  The terms of this Plan shall be governed by the
laws of the State of North Carolina.

           IN WITNESS  WHEREOF,  this instrument has been executed this 26th day
of March,1999.


                                                    SCOTT & STRINGFELLOW, INC.


                                               By _____________________________
[{"type": "S-8", "sequence": "1", "description": "SCOTT & STRINGFELLOW EXEC. & EMPLOYEE RETENT. PLAN", "secsgml_size_bytes": 43567}]
{"company-data": {"conformed-name": "BB&T CORP", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81471", "film-number": "99651657"}, "business-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101", "phone": "3367332000"}, "mail-address": {"street1": "200 WEST SECOND STREET", "city": "WINSTON-SALEM", "state": "NC", "zip": "27101"}, "former-company": {"former-conformed-name": "SOUTHERN NATIONAL CORP /NC/", "date-changed": "19920703"}}
------------------------------

                       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)

                           SCOTT & STRINGFELLOW, INC.
                             EXECUTIVE AND EMPLOYEE
                                 RETENTION PLAN
                            (Full title of the plan)
                          ---------------------------

                             Jerone C. Herring, Esq.
                                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)

                         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,
$5.00 par       377,095 shares    $ 35.25          $  13,292,599    $  3,695.34
 value                            -------------    --------------   ------------

--------------------------------------------------------------------------------

(1)    Estimated  solely  for  the  purpose  of determining the registration fee
       pursuant to Rule 457(c) and (h)(1) under the Securities Act  of  1933, as
       amended.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  BB&T  Corporation  (the
"Company"  or  "BB&T")  with  the  Securities  and  Exchange   Commission   (the
"Commission")  under  the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), are incorporated herein by reference:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended December 31, 1998, filed on March 19, 1999;

                  (b) The Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1999, filed on May 14, 1999;

                  (c) The  Company's  Current  Reports on Form 8-K  and/or  Form
         8-K/A filed  January 8, 1999,  January  14,  1999,  January  27,  1999,
         January 27,  1999,  January 28,  1999,  April 9, 1999,  April 12, 1999,
         April 28, 1999, April 28, 1999 and April 28, 1999; and

                  (d) The  description  of the  Company's  Common  Stock  in the
         Company's  registration  statement  filed under the  Exchange  Act with
         respect to the Common Stock, including all amendments and reports filed
         for the purpose of updating such description.

                  (e) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year referred to in (a)
         above.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  The legality of the securities  offered hereby has been passed
upon by the firm of  Womble  Carlyle  Sandridge  & Rice,  PLLC,  counsel  to the
Company.

Item 6.  Indemnification of Directors and Officers.

                  Sections   55-8-50  through  55-8-58  of  the  North  Carolina
Business Corporation Act contain specific provisions relating to indemnification
of  directors  and officers of North  Carolina  corporations.  In general,  such
sections  provide that:  (i) a corporation  must indemnify a director or officer
who is wholly  successful  in his defense of a proceeding to which he is a party
because of his status as such,  unless limited by the articles of incorporation,
and (ii) a  corporation  may indemnify a director or officer if he is not wholly
successful in such defense,  if it is determined as provided by statute that the
director  or  officer  meets a certain  standard  of  conduct,  provided  when a
director or officer is liable to the  corporation  or is adjudged  liable on the
basis that personal benefit was improperly  received by him, the corporation may
not indemnify  him. A director or officer of a  corporation  who is a party to a
proceeding  may also  apply to a court  for  indemnification,  and the court may

                                     II - 1
order  indemnification  under  certain  circumstances  set forth in  statute.  A
corporation  may, in its articles of  incorporation  or bylaws or by contract or
resolution of the board of  directors,  provide  indemnification  in addition to
that provided by statute, subject to certain conditions.

                  BB&T's bylaws provide for the  indemnification of any director
or officer of BB&T against  liabilities and litigation  expenses  arising out of
his  status as such,  excluding:  (i) any  liabilities  or  litigation  expenses
relating  to  activities  which were at the time taken known or believed by such
person to be clearly in  conflict  with the best  interest of BB&T and (ii) that
portion of any  liabilities  or  litigation  expenses with respect to which such
person is entitled to receive payment under any insurance policy.

                  BB&T's articles of  incorporation  provide for the elimination
of the  personal  liability  of each  director  of BB&T  to the  fullest  extent
permitted by law.

                  BB&T  maintains  directors  and officers  liability  insurance
that, in general,  insures:  (i) BB&T's  directors and officers  against loss by
reason of any of their  wrongful  acts and (ii) BB&T  against  loss arising from
claims  against the directors and officers by reason of their wrongful acts, all
subject to the terms and conditions contained in the policy.

                  Certain  rules of the Federal  Deposit  Insurance  Corporation
limit the ability of certain  depository  institutions,  their  subsidiaries and
their  affiliated   depository   institution   holding  companies  to  indemnify
affiliated parties,  including institution directors. In general, subject to the
ability to purchase  directors and officers  liability  insurance and to advance
professional  expenses  under  certain  circumstances,  the rules  prohibit such
institutions from indemnifying a director for certain costs incurred with regard
to an  administrative  or enforcement  action  commenced by any federal  banking
agency  that  results  in a final  order or  settlement  pursuant  to which  the
director is assessed a civil money penalty, removed from office, prohibited from
participating in the affairs of an insured depository institution or required to
cease and desist from or take an affirmative action described in Section 8(b) of
the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(b)).

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

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

         Number                     Description

         5                 Opinion of Womble Carlyle Sandridge & Rice, PLLC

         23.1              Consent of Womble Carlyle Sandridge & Rice, PLLC
                           (included in Exhibit 5)

         23.2              Consent of Arthur Andersen LLP

         24                Power of Attorney of Directors and Officers of the
                           Company

         99                Scott & Stringfellow, Inc. Executive and Employee
                           Retention Plan

                                      II - 2
Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)      To  file, during  any  period  in  which  offers  or sales are
                  being made, a post-effective  amendment to  this  Registration
                  Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the  Company  pursuant  to Section 13 or Section  15(d) of the
                  Exchange  Act  that  are  incorporated  by  reference  in  the
                  Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The Company hereby  undertakes  that,  for purposes of determining  any
         liability under the Securities Act, each filing of the Company's annual
         report  pursuant to Section  13(a) or Section 15(d) of the Exchange Act
         that is incorporated by reference in the  Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling  persons of
         the  Company  pursuant to the foregoing  provisions, or  otherwise, the
         Company has been advised that in  the opinion of  the  commission  such
         indemnification is against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In  the  event  that a claim for
         indemnification  against  such  liabilities  (other than the payment by
         the  company  of  expenses incurred  or  paid by a director, officer or
         controlling person of the Company in  the  successful  defense  of  any
         action, suit or proceeding)  is  asserted  by such director, officer or
         controlling person in connection with  the securities being registered,
         the Company will, unless in  the opinion of  its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public  policy as expressed in the Securities Act and  will be governed
         by the final adjudication of such issue.

                                     II - 3
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
22nd day of June, 1999.

                                            BB&T CORPORATION

                                            By:      /s/ Jerone C. Herring
                                                     Jerone C.  Herring
                                                     Executive Vice President

         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 June 22, 1999.

         /s/ John A. Allison IV                       /s/ Scott E. Reed
------------------------------------         -----------------------------------
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer
                                                      (principal financial
                                                      officer)

         /s/ Sherry A. Kellett                        /s/ Paul B. Barringer
------------------------------------         -----------------------------------
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting
         officer)

         /s/ Alfred E. Cleveland                      /s/ W. R. Cuthbertson, Jr.
------------------------------------         -----------------------------------
Name:    Alfred E. Cleveland                 Name:    W. R. Cuthbertson, Jr.
Title:   Director                            Title:   Director

         /s/ Ronald E. Deal                           /s/ A. J. Dooley, Sr.
------------------------------------         -----------------------------------
Name:    Ronald E. Deal                      Name:    A. J. Dooley, Sr.
Title:   Director                            Title:   Director

         /s/ Tom D. Efird                             /s/ Paul S. Goldsmith
------------------------------------         -----------------------------------
Name:    Tom D. Efird                        Name:    Paul S. Goldsmith
Title:   Director                            Title:   Director

         /s/ L. Vincent Hackley                       /s/ Jane P. Helm
------------------------------------         -----------------------------------
Name:    L. Vincent Hackley                  Name:    Jane P. Helm
Title:   Director                            Title:   Director

                                     II - 4
/s/ Richard Janeway, M.D.                    /s/ J. Ernest Lathem, M.D.
------------------------------------         -----------------------------------
Name:    Richard Janeway, M.D.               Name:    J. Ernest Lathem, M.D.
Title:   Director                            Title:   Director

         /s/ James H. Maynard                         /s/ Joseph A. McAleer, Jr.
------------------------------------         -----------------------------------
Name:    James H. Maynard                    Name:    Joseph A. McAleer, Jr.
Title:   Director                            Title:   Director

         /s/ Albert O. McCauley                       /s/ Richard L. Player, Jr.
------------------------------------         -----------------------------------
Name:    Albert O. McCauley                  Name:    Richard L. Player, Jr.
Title:   Director                            Title:   Director

         /s/ C. Edward Pleasants, Jr.
------------------------------------         -----------------------------------
Name:    C. Edward Pleasants, Jr.            Name:    Nido R. Qubein
Title:   Director                            Title:   Director

         /s/ E. Rhone Sasser                          /s/ Jack E. Shaw
------------------------------------         -----------------------------------
Name:    E. Rhone Sasser                     Name: Jack E. Shaw
Title:   Director                            Title:   Director

------------------------------------
Name:    Harold B. Wells
Title:   Director

*By:        /s/ Jerone C. Herring
------------------------------------
            Name:  Jerone C. Herring
            Attorney-in-Fact

                                     II - 5
EXHIBIT INDEX
                                       to
                      Registration Statement on Form S-8 of
                                BB&T Corporation

Exhibit No.         Description

     5              Opinion of Womble Carlyle Sandridge & Rice, PLLC

     23.1           Consent of Womble Carlyle Sandridge & Rice, PLLC (included
                    in Exhibit 5)

     23.2           Consent of Arthur Andersen LLP

     24             Power of Attorney of Directors and Officers of the Company

     99             Scott & Stringfellow, Inc. Executive and Employee Retention
                    Plan
EXHIBIT 5
[WCSR LETTERHEAD]

                                                   June 24, 1999

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

                  Re:      Registration  Statement  on Form S-8 with  respect to
                           the Scott & Stringfellow, Inc. Executive and Employee
                           Retention Plan

Ladies and Gentlemen:

     We have acted as counsel for BB&T Corporation (the "Company") in connection
with its  registration  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  of 377,095 shares (the "Shares") of the common stock of the
Company,  $5.00 par value (the "Common Stock"), which are proposed to be offered
and sold  pursuant to the Scott &  Stringfellow,  Inc.  Executive  and  Employee
Retention Plan (the "Plan").  The Shares are proposed to be registered  pursuant
to  the  Company's   Registration  Statement  on  Form  S-8  (the  "Registration
Statement")  to be filed  with  the  Securities  and  Exchange  Commission  (the
"Commission").  This opinion is provided  pursuant to the requirements of Item 8
of Form S-8 and Item 601(b)(5) of Regulation S-K.

     In rendering this opinion,  we have examined such records,  documents,  and
proceedings  as we have deemed  relevant  as a basis for the  opinion  expressed
herein.

     This  opinion  is  limited  to the laws of the  State  of  North  Carolina,
excluding  local laws of the State of North Carolina  (e.g.,  the regulations of
counties,  towns,  municipalities  and  special  political  subdivisions  of, or
authorities  or  quasi-governmental  bodies  constituted  under the laws of, the
State of North Carolina and judicial  decisions to the extent they deal with any
of the foregoing), and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

     Based upon and subject to the  foregoing,  and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, upon issuance of the Shares pursuant to the terms
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We  hereby  consent  to the  filing  of a copy of  this  opinion  with  the
Commission as Exhibit 5 to the Registration  Statement.  In giving this consent,
we do not admit that we are  within the  category  of persons  whose  consent is
required by Section 7 of the Securities  Act, or other rules and  regulations of
the Commission thereunder.

                                    Very truly yours,

                                    WOMBLE CARLYLE SANDRIDGE & RICE
                                    A Professional Limited Liability Company

                                    By: /s/ Jane Jeffries Jones
                                        ------------------------
                                        Jane Jeffries Jones
EXHIBIT 23.1

                            (Included in Exhibit 5)
EXHIBIT 23.2
Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our report dated April 30, 1999,
included  in BB&T  Corporation's  Form 8-K  dated  April  30,  1999,  and to all
references to our firm included in this registration statement. Our report dated
January 29, 1999, included in BB&T Corporation's financial statements previously
filed on Form 10-K and incorporated by reference in this registration  statement
is no longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for as a pooling-of-interests.

                                                             Arthur Andersen LLP

Charlotte, North Carolina,
June 24, 1999.
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 John A.
Allison,  Scott E. Reed and Jerone C. Herring, or any one of them severally,  to
be his or her true and  lawful  attorney-in-fact  and to sign in his or her name
and on his or her behalf in any and all  capacities  stated  below,  and to file
with the Securities and Exchange Commission (the  "Commission"),  a Registration
Statement on Form S-8 (the "Registration Statement") relating to the issuance of
certain shares of the common stock of the Company,  $5.00 par value (the "Common
Stock"),  in  connection  with the  Scott &  Stringfellow,  Inc.  Executive  and
Employee  Retention  Plan,  and  to  file  any  and  all  amendments,  including
post-effective amendments, 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 June 22, 1999.

         /s/ John A. Allison IV                       /s/ Scott E. Reed
------------------------------------         -----------------------------------
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer
                                                      (principal financial
                                                      officer)

         /s/ Sherry A. Kellett                        /s/ Paul B. Barringer
------------------------------------         -----------------------------------
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting officer)

         /s/ Alfred E. Cleveland                      /s/ W. R. Cuthbertson, Jr.
------------------------------------         -----------------------------------
Name:    Alfred E. Cleveland                 Name:    W. R. Cuthbertson, Jr.
Title:   Director                            Title:   Director

         /s/ Ronald E. Deal                           /s/ A. J. Dooley, Sr.
------------------------------------         -----------------------------------
Name:    Ronald E. Deal                      Name:    A. J. Dooley, Sr.
Title:   Director                            Title:   Director

         /s/ Tom D. Efird                             /s/ Paul S. Goldsmith
------------------------------------         -----------------------------------
Name:    Tom D. Efird                        Name:    Paul S. Goldsmith
Title:   Director                            Title:   Director

         /s/ L. Vincent Hackley                       /s/ Jane P. Helm
------------------------------------         -----------------------------------
Name:    L. Vincent Hackley                  Name:    Jane P. Helm
Title:   Director                            Title:   Director

         /s/ Richard Janeway, M.D.                    /s/ J. Ernest Lathem, M.D.
------------------------------------         -----------------------------------
Name:    Richard Janeway, M.D.               Name:    J. Ernest Lathem, M.D.
Title:   Director                            Title:   Director
/s/ James H. Maynard                         /s/ Joseph A. McAleer, Jr.
------------------------------------         -----------------------------------
Name:    James H. Maynard                    Name:    Joseph A. McAleer, Jr.
Title:   Director                            Title:   Director

         /s/ Albert O. McCauley                       /s/ Richard L. Player, Jr.
------------------------------------         -----------------------------------
Name:    Albert O. McCauley                  Name:    Richard L. Player, Jr.
Title:   Director                            Title:   Director

         /s/ C. Edward Pleasants,
------------------------------------         -----------------------------------
Name:    C. Edward Pleasants, Jr.            Name:    Nido R. Qubein
Title:   Director                            Title:   Director

          /s/ E. Rhone Sasser                         /s/ Jack E. Shaw
------------------------------------         -----------------------------------
Name:    E. Rhone Sasser                     Name:    Jack E. Shaw
Title:   Director                            Title:   Director

------------------------------------
Name:    Harold B. Wells
Title:   Director
EXHIBIT 99
SCOTT & STRINGFELLOW, INC.

                      EXECUTIVE AND EMPLOYEE RETENTION PLAN

                              As Adopted Effective
                                 March 26, 1999
SCOTT & STRINGFELLOW, INC.

                      EXECUTIVE AND EMPLOYEE RETENTION PLAN

           l. Purpose.  The purpose of this  Executive  and  Employee  Retention
Plan is to  further  the  stability  and  financial  success  of the  Company by
retaining key employees through the use of stock incentives. It is believed that
Retention Awards granted to such employees under this Plan will strengthen their
desire to remain employed with the Company.

           2.  Definitions.  As used in the Plan,  the following  terms have the
meanings indicated:

           (a)  "Applicable  Withholding  Taxes" means the  aggregate  amount of
federal,  state and local income and payroll  taxes that the Company is required
to withhold in connection with any vesting or distribution of a Retention Award.

           (b) "BB&T" means BB&T Corporation, a North Carolina corporation.

           (c) "BB&T Stock" means common stock of BB&T.

           (d) "Cause"  means Just Cause as defined in Section 6(b) of Exhibit B
to the Merger Agreement.

           (e) "Change of Control" means Change of Control as defined in Section
6(d) Exhibit B to the Merger Agreement.

           (f) "Code" means the Internal Revenue Code of 1986, as amended.

           (g) "Company" means Scott &  Stringfellow,  Inc. and any successor or
subsidiary of Scott & Stringfellow,  Inc. Specifically,  without limitation, the
term "Company" shall mean the Surviving Subsidiary as defined in Section 4.17 of
the Merger Agreement.

           (h)  "Committee"  means the  Compensation  Committee  of the Board of
Directors of BB&T.

           (i) "Date of Grant" means March 26, 1999.

           (j)  "Disabled"  means a physical or mental  condition that qualifies
the Participant for long-term  disability benefits under the Company's long-term
disability plan or program as in effect from time to time.
(k)  "Merger  Agreement"  means  the  Amended  and  Restated  Plan of
Reorganization  between  BB&T and Scott &  Stringfellow  Financial,  Inc.  dated
September 16,1998.

           (1)  "Participant"  means any  employee of the Company who receives a
Retention Award under the Plan.

           (m) "Retention  Award" means an award of BB&T Stock under the Plan as
shown on Exhibit A.

           (n) "Rule  16b-3"  means Rule 16b-3 of the  Securities  and  Exchange
Commission promulgated under the Securities Exchange Act of 1934, as amended.

           (o) "Vesting Date" means each of July 31, 1999,  July 31, 2000,  July
31, 2001 and July 31, 2002.

           (p)  "Vesting  Percentage"  means the  following  percentages  of the
shares  of BB&T  Stock  remaining  to be  distributed  from the  Retention  Plan
(including  those nonvested  shares held in the trust described in Section 6) on
the respective Vesting Dates:

              (i)   July 31, 1999 - 15%

              (ii)  July 31, 2000 - 23.5%

              (iii) July 31, 2001 - 46.2%

              (iv)  July 31, 2002 - 100%

           3. Stock.  There is  reserved  for  issuance  under the Plan  377,095
authorized but unissued shares of BB&T Stock.

           4. Eligibility.

           (a) The employees of the Company listed on Exhibit A are Participants
under the Plan, and each has received as a Retention  Award the number of shares
of BB&T Stock shown on Exhibit A beside the Participant's name.

           (b) Neither the grant of a  Retention  Award nor any other  provision
hereof shall obligate the Company to continue the employment of any  Participant
after the  grant,  and no  employee  of the  Company  shall  have any  rights to
continued employment on account of this Plan.

           5. Retention Awards.

           (a) As of the date hereof, the Company shall give to each Participant
a notice  stating the number of whole shares of BB&T Stock granted  hereunder to

                                       2
the  Participant,  along with a copy of the Plan and the provisions of Exhibit A
that apply to the  Participant.  All rights of  Participants  hereunder shall be
governed  by the terms of the Plan.  As soon as  practicable  following  June 1,
1999, BB&T shall issue stock certificates  representing  ownership of the shares
of BB&T Stock subject to Retention Awards under the Plan. With respect to shares
of BB&T Stock  subject to a Stock  Deferral  Election as described in Section 6,
the  certificate  or  certificates  therefor  shall be issued in the name of the
trustee  of the trust  described  in  Section 6 and shall be  delivered  to such
trustee. With respect to shares of BB&T Stock not subject to such election,  the
certificate  representing  the shares of BB&T Stock awarded to each  Participant
shall be issued in the name of the  Participant and shall be held by the Company
for  distribution  to such  Participant as required on each  applicable  Vesting
Date.  Each  Participant  in whose name shares are issued  shall  deliver to the
Company  on or before  June 1, 1999,  a stock  power  executed  in blank by such
Participant.  All shares of BB&T Stock awarded under the Plan shall be deemed to
be issued and  outstanding  as of June 2,  1999,  and shall be  entitled  to the
payment of dividends and to vote on all record dates thereafter unless and until
such shares  shall be  forfeited  hereunder.  Any shares so  forfeited  shall be
transferred  by the trustee (with respect to shares held in the trust) or by the
Company  (with  respect to shares  held by the  Company)  to BB&T and  thereupon
canceled.

           (b) Except as provided in Section 6, as soon as practicable following
each Vesting Date each  Participant  who has been  continuously  employed by the
Company from the Date of Grant to the Vesting Date shall  receive a  certificate
representing ownership of the number of whole shares of BB&T Stock determined by
multiplying  the number of shares  allocated to the  Participant  under the Plan
that have not been distributed as of such Vesting Date by the Vesting Percentage
applicable  to such Vesting  Date.  If a  Participant  shall be terminated as an
employee of the Company prior to any Vesting Date, except as otherwise  provided
in paragraph (c) immediately following such Participant shall forfeit all rights
to all shares of BB&T Stock awarded to him or her and which have not  previously
vested.

           (c) All shares of BB&T Stock  allocated  to a  Participant  under the
Plan shall vest and be distributed  immediately to the Participant if any of the
following events occur:  (i) the Participant is involuntarily  discharged by the
Company other than for Cause, and the Committee,  upon evidence  provided by the
Chief Executive  Officer of the Company,  shall determine in good faith that the
discharge  was primarily  for reasons  other than the  Participant's  failure to
perform his or her duties for the Company in a manner  reasonably  acceptable to
the Company;  (ii) the  Participant's  employment with the Company is terminated
because the Participant dies or becomes Disabled,  or (iii) there is a Change of
Control,  and within six months of the  Change of  Control  the  Participant  is
involuntarily discharged for any reason other than for Cause.

           (d) Each  distribution  of the Retention Award shall be solely in the
form of whole shares of BB&T Stock  (determined by rounding to the nearest whole
share), based on the number of shares with respect to each Participant set forth
on Exhibit A. In the event that a Participant  shall have a fractional  share of
BB&T Stock allocated to the Participant at the time of final distribution,  such
fractional  share shall be  converted  to cash  (based on the closing  price per
share of BB&T  Stock on the New York  Stock  Exchange  on the last  trading  day
preceding the date of distribution) and distributed to the Participant,  and the
fractional share shall be canceled by BB&T.

                                       3
(e) Each Participant  hereby agrees,  and as a condition to receiving
an award of BB&T Stock hereunder,  to pay to the Company,  or make  arrangements
satisfactory to the Company  regarding the payment to the Company of, Applicable
Withholding Taxes. Until such amount has been paid or arrangements  satisfactory
to the Company have been made, no stock  certificate  shall be delivered to such
Participant.

           6. Deferrals of Stock.

           (a) A  Participant  may  elect to  defer  all or any part of the BB&T
Stock covered by his or her  Retention  Award (a "Stock  Deferral  Election") by
completing  a stock  deferral  election  form and filing the same as directed by
BB&T on or before June 1, 1999,  subject to the  following  limitations:  (i) no
portion  of the  Retention  Award  which  would  vest on July 31,  1999 shall be
subject to deferral,  and (ii) the deferral shall apply to either 50% or 100% of
the number of shares of BB&T Stock scheduled to vest on each Vesting Date (other
than the July 31, 1999  Vesting  Date).  A Stock  Deferral  Election may be made
separately with respect to each such Vesting Date. If a Stock Deferral  Election
is made, it shall be  irrevocable  except that a Participant  may revoke a Stock
Deferral  Election  with  respect to any  Vesting  Date that is more than twelve
months  in the  future  by  filing  a  written  notice  of  revocation  with the
Committee. If an election is revoked, it may not be reinstated.

           (b) The shares of BB&T Stock  subject to deferral  shall be held in a
trust having a trustee independent of BB&T and the Company, and shall secure the
Company's  obligation  to pay  shares  of BB&T  Stock to  Participants  who have
elected to defer. The trust and its assets shall remain subject to the claims of
the Company's  creditors and any interest the  Participant may be deemed to have
in the trust may not be sold,  hypothecated or transferred  (including,  without
limitation,  transfer  by  gift),  except  by will or the  laws of  descent  and
distribution.  For  accounting  purposes,  the trustee shall maintain a separate
account for each  Participant.  Each Participant  shall have the right to direct
the  trustee  as to the  voting  of shares  of BB&T  Stock in the  Participant's
account.  All fees and expenses of the trustee  (including the fees and expenses
incurred in preparation of the trust agreement and  establishment  of the trust)
shall be paid by the Participants who have made Stock Deferral  Elections.  Fees
and expenses for  preparation and  establishment  of the trust shall be paid pro
rata  in  accordance   with  the  number  of  shares  held   initially  in  each
Participant's  account.  Other fees and expenses of the trustee shall be payable
quarterly  pro  rata in  accordance  with  the  number  of  shares  held in each
Participant's  account as of the first day of the  quarter for which the payment
is made. All dividends and other distributions (and any interest earned thereon)
paid or made with  respect  to the BB&T Stock  held in a  Participant's  account
shall  be  applied  first  to the  payment  of the  Participant's  share  of the
foregoing fees and expenses,  and the excess  (including any such interest),  if
any, shall be distributed  to the  Participant as soon as practicable  following
receipt by the trust and allocation to Participants'  accounts. Each Participant
shall be personally responsible for and agrees to pay on demand his or her share
of the foregoing fees and expenses which are not satisfied by the application of
dividends and other distributions.

           (c) A Stock Deferral  Election shall provide for  distribution of the
BB&T  Stock  at a  future  date or  dates  elected  by the  Participant.  When a

                                       4
Participant  is  entitled  to  receive  distributions  of the BB&T Stock held in
Participant's  account in the trust, the trustee shall distribute such shares to
the Participant.  A Participant may revoke any election to defer with respect to
any Vesting Date that is more than 12 months after the  revocation  is delivered
to the  Committee.  Such a  revocation,  once  made,  shall  not be  subject  to
reinstatement.

           (d) If any BB&T Stock is held in a Participant's account in the trust
at the  Participant's  death,  the  Participant's  beneficiary  shall  receive a
distribution of all of such Stock as soon as practicable thereafter.

           7.  Nontransferability of Retention Awards . A Participant's interest
in  a  Retention  Award  may  not  be  sold,  assigned   transferred,   pledged,
hypothecated, or otherwise encumbered.

           8.  Termination,  Modification,  Change . The Plan shall terminate at
the close of  business  on July 31,  2002.  The  Company  may not amend the Plan
without the express written consent of all Participants, except that the Company
may  unilaterally  amend  the Plan  with  respect  to  Participants  as it deems
appropriate  to ensure  compliance  with Rule  16b-3,  or as may be  required to
comply with applicable law.

           9. Administration of the Plan . The Plan shall be administered by the
Committee.  The Committee may adopt rules and  regulations  for carrying out the
Plan with respect to Participants.  The  interpretation  and construction of any
provision of the Plan by the Committee  shall be final and  conclusive as to any
Participant.  The Committee may consult with counsel,  who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel.

           10.  Notice.   All  notices  and  other  communications  required  or
permitted to be given under this Plan shall be in writing and shall be deemed to
have been duly given if  delivered  personally  or in internal  Company  mail or
mailed first class,  postage prepaid,  as follows (a) if to the Company,  at the
principal business address of the Company to the attention of the Treasurer; (b)
if to any  Participant,  at the last  address  of the  Participant  known to the
sender at the time the notice or other communication is sent.

           11.  Interpretation.  The terms of this Plan shall be governed by the
laws of the State of North Carolina.

           IN WITNESS  WHEREOF,  this instrument has been executed this 26th day
of March,1999.

                                                    SCOTT & STRINGFELLOW, INC.

                                               By _____________________________