EXHIBIT 99.3
                          INDEPENDENT AUDITORS REPORT
THE BOARD OF DIRECTORS
THE FIRST SAVINGS BANK, FSB
GREENVILLE, SOUTH CAROLINA
     We have audited the accompanying consolidated statements (not presented
separately herein) of financial condition of The First Savings Bank, FSB and
subsidiaries as of June 30, 1992 and 1991, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the two-year period ended June 30, 1992. These consolidated financial
statements are the responsibility of the Bank's management. Our responsibility
is to express an opinion on these consolidated financial statements based on our
audits.
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The First
Savings Bank, FSB and subsidiaries at June 30, 1992 and 1991, and the results of
their operations and their cash flows for each of the years in the two-year
period ended June 30, 1992, in conformity with generally accepted accounting
principles.
                                         KPMG PEAT MARWICK LLP
Greenville, South Carolina
August 14, 1992
 

                                   SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
                                         BB&T FINANCIAL CORPORATION
                                         By:
                                                       SCOTT E. REED
Date: October 19, 1994