Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ John A. Allison IV


                                  John A. Allison IV

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ W. Watson Barnes


                                  W. Watson Barnes


 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Paul B. Barringer


                                  Paul B. Barringer

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Robert L. Brady


                                  Robert L. Brady

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ W. G. Clark III


                                  W. G. Clark III

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Jesse W. Corbett, Jr.


                                  Jesse W. Corbett, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ W. R. Cuthbertson, Jr.


                                  W. R. Cuthbertson, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Fred H. Deaton, Jr.


                                  Fred H. Deaton, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Joe L. Dudley, Sr.


                                  Joe L. Dudley, Sr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Tom D. Efird


                                  Tom D. Efird

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ O. William Fenn, Jr.


                                  O. William Fenn, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ James E. Heins 


                                  James E. Heins 

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Raymond A. Jones, Jr. 


                                  Raymond A. Jones, Jr. 

 

                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Kelly S. King 


                                  Kelly S. King 

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ David R. LaFar III 


                                  David R. LaFar III 

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ J. Ernest Lathem, M.D. 


                                  J. Ernest Lathem, M.D. 

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ James H. Maynard 


                                  James H. Maynard 

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ A. Winniett Peters


                                  A. Winniett Peters

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Richard L. Player, Jr.


                                  Richard L. Player, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Scott E. Reed


                                  Scott E. Reed

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Larry J. Waggoner


                                  Larry J. Waggoner

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ Henry G. Williamson, Jr.


                                  Henry G. Williamson, Jr.

 
                                                                    Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that the
undersigned director and/or officer of BB&T Financial
Corporation, a corporation organized under the laws of 
the State of North Carolina ("Company"), hereby
constitutes and appoints John A. Allison IV, Scott Reed
and Jerone Herring and each of them (with full power of
each of them to act alone), his true and lawful
attorney-in-fact and agent for him and on his behalf and 
in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or
regulatory authority) a Registration Statement on
Form S-4 or such other appropriate form (as any of such
attorneys may determine) and all amendments (including
post-effective amendments) thereto, with all exhibits 
and any and all documents required to be filed with
respect thereto, relating to the registration of shares
of the Company's common stock under the Securities Act
of 1933 in connection with the Company's acquisition of
L.S.B. Bancshares, Inc. of South Carolina, granting unto 
said attorneys and each of them, full power and authority 
to do and to perform each and every act and thing requisite 
and necessary to be done in order to effectuate the same as 
fully to all intents and purposes as he himself might or 
could do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or 
any of them, may lawfully do or cause to be done by 
virtue hereof.

     IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto 
set his hand as of the date specified.


Dated: April 26, 1994

                                  /s/ William B. Young, M.D.


                                  William B. Young, M.D.