EXHIBIT 24.2
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                        CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
BB&T Financial Corporation:



     We consent to the use of our reports incorporated herein by reference and
contained in the Annual Report on Form 10-K of BB&T Financial Corporation for
its fiscal year ended December 31, 1993 and in the Annual Report on Form 11-K of
the Savings and Thrift Plan for the Employees of Branch Banking and Trust
Company for its fiscal year ended December 31, 1993.

                              /s/ KPMG PEAT MARWICK

                              KPMG PEAT MARWICK


 
Raleigh, North Carolina

July 18, 1994