Exhibit 99.2



                  L.S.B. BANCSHARES, INC. OF SOUTH CAROLINA
         This Proxy is Solicited on Behalf of The Board of Directors


     The undersigned hereby appoints Robert K. Bouknight and David S. Hipp, or
either of them, the attorney or attorneys and proxy or proxies of the 
undersigned, with full power of substitution, to attend the Special Meeting of
Shareholders of L.S.B. Bancshares, Inc. of South Carolina ("LSB") to be 
held _______, 1994, at ____ _.m., in the Operations Center Meeting Room of The 
Lexington State Bank, 113 Reed Avenue, Lexington, South Carolina, and at any 
adjournment thereof, and to vote all shares of stock of LSB that the 
undersigned shall be entitled to vote at such meeting.  Said proxies are 
instructed to vote on the matter set forth in the proxy statement as specified 
below.

     1.    To approve an Agreement and Plan of Reorganization, dated December 
           7, 1993, providing for the merger of L.S.B. Bancshares, Inc. of 
           South Carolina ("LSB") with and into BB&T Financial Corporation of 
           South Carolina, a wholly-owned subsidiary of BB&T Financial 
           Corporation ("BB&T"), and, in connection therewith, the conversion 
           of each outstanding share of common stock of LSB into the right to 
           receive the number of shares of common stock of BB&T determined in 
           accordance with the Exchange Ratio described in the Proxy 
           Statement/Prospectus of LSB and BB&T, dated __________, 1994.


           FOR  [_]           AGAINST  [_]           ABSTAIN   [_]

     2.    In their discretion, the Proxies are authorized to vote upon such 
           other business as may properly come before the meeting.

     THIS PROXY WHEN PROPERLY SIGNED AND DATED WILL BE VOTED IN THE MANNER 
DIRECTED HEREIN.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR 
PROPOSAL NUMBER 1 AS SPECIFIED ABOVE.


Dated:___________________, 1994
                                           ------------------------------(L.S.)
                                           ------------------------------(L.S.)

        Please sign exactly as name appears on stock certificate.  When signing 
        as attorney, executor, administrator, trustee or guarantor, please give
        full title.  If more than one trustee, all should sign.  This proxy 
        may be revoked any time prior to its exercise.