EXHIBIT 23.3



              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
    
We consent to the reference to our firm under the caption of "Experts" in 
Amendment 1 to the Registration Statement (Form S-4) and related Prospectus of
BB&T Financial Corporation for the registration of 4,517,862 shares of its
common stock and to the incorporation by reference therein of our report dated
January 21, 1994, with respect to the 1993 financial statements and schedule of
Commerce Bank included in its Annual Report (Form F-2) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission as Exhibit
99.4 to this Registration Statement.     

                                /s/ Ernst & Young LLP
    
Richmond, Virginia
November 4, 1994