ROPES & GRAY LLP
                                ONE METRO CENTER
                              700 12TH STREET, N.W.
                                    SUITE 900
                              WASHINGTON, DC 20005

                   WRITER'S DIRECT DIAL NUMBER: (202) 508-4622

                                December 13, 2006

VIA EDGAR

Christina DiAngelo
Valerie J. Lithotomos
Allison White
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

     Re: BB&T Funds (File Nos. 33-49098 and 811-06719):
         Pre-Effective Amendment #2 to Registration Statement on Form N-14 filed
         November 15, 2006 (Registration No. 333-138724)

     Re: BB&T Variable Insurance Funds (File Nos. 333-121205 and 811-21682):
         Pre-Effective Amendment #2 to Registration Statement on Form N-14 filed
         November 15, 2006 (Registration No. 333-138725)

Dear Sir or Madam:

     On behalf of BB&T Funds and BB&T Variable Insurance Funds (the
"Registrants"), registered open-end management investment companies,
accompanying this letter for filing is a second pre-effective amendment to the
Registration Statement on Form N-14 filed November 15, 2006, as amended by
filing on December 1, 2006 (the "Registration Statement").

     The Prospectus/Proxy Statement contained in the Registration Statement will
be furnished in connection with a joint special meeting of shareholders of the
BB&T Large Cap Growth Fund (the "Large Cap Growth Fund") and BB&T Large Cap
Growth VIF (the "Large Cap Growth VIF"), to be held on January 24, 2007, at
which time the shareholders of the Large Cap Growth Fund and Large Cap Growth
VIF will be asked to vote on the proposed reorganization with and into the BB&T
Large Cap Fund (the "Large Cap Fund") and BB&T Large Cap VIF (the "Large Cap
VIF"), respectively.

     The proposed combination will be followed by the dissolution of the Large
Cap Growth Fund and Large Cap Growth VIF and the distribution in liquidation of
shares of the Large Cap Fund and Large Cap VIF, as applicable. Included in the
Registration Statement is the form of proxy for the January 24, 2007 joint
meeting of shareholders of the Large Cap Growth Fund and Large Cap Growth VIF.
Pro forma financial information for the Large Cap Fund will be filed by
amendment.



Filing Desk
Securities and Exchange Commission
December 13, 2006
Page 2


     No registration fee is being paid at the time of this filing because each
of BB&T Funds and BB&T Variable Insurance Funds has previously filed an
election, under Rule 24f-2 under the Investment Company Act of 1940, to register
an indefinite number of its shares.

     Ropes & Gray LLP has acted as counsel to BB&T Funds and BB&T Variable
Insurance Funds in connection with the preparation of this Registration
Statement.

     Please call me at 202-508-4622 or Alyssa Albertelli at 202-508-4667 if you
have any questions regarding this filing.

                                        Sincerely,


                                        /s/ Alexandra Oprescu
                                        ----------------------------------------
                                        Alexandra Oprescu