200 West Second Street
         Winston-Salem, North Carolina 27101         
(Address of principal executive offices, including zip code)

BB&T CORPORATION
NON-QUALIFIED DEFINED CONTRIBUTION PLAN
(As Amended and Restated)

BB&T CORPORATION
NON-EMPLOYEE DIRECTORS’ DEFERRED
COMPENSATION AND STOCK OPTION PLAN
   (As Amended and Restated)   
(Full title of the plans)

M. Patricia Oliver
Executive Vice President
and General Counsel
BB&T Corporation
200 West Second Street
3rd Floor
Winston-Salem, North Carolina 27101
              (336) 733-2180              
(Name, address and telephone number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

_________________

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference.

           The following documents filed by BB&T Corporation (the “Company” or “BB&T”) with the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

           (a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Commission on March 8, 2004;

           (b) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2004, filed with the Commission on May 7, 2004, and for the quarter ended June 30, 2004, filed with the Commission on August 6, 2004;

           (c) The Company’s Current Reports on Form 8-K filed with the Commission on February 13, 2004, March 19, 2004 and May 3, 2004;

           (d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a) above.

          All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

          Pursuant to General Instruction E to Form S-8, the contents of Registration Statements No. 333-50035 and 33-55604 relating to the offer and sale of deferred compensation obligations under the BB&T Corporation Non-Qualified Defined Contribution Plan and the BB&T Corporation Non-Employee Directors’ Deferred Compensation and Stock Option Plan are incorporated by reference in this Registration Statement on Form S-8.

Item 4.      Description of Securities.

          The deferred compensation obligations of the Company (the “Deferred Compensation Obligations”) being registered herein are issuable under the terms of the BB&T Corporation Non-Qualified Defined Contribution Plan (the “Defined Contribution Plan”) and the BB&T Corporation Non-Employee Directors’ Deferred Compensation and Stock Option Plan (the “Directors’ Plan”) (individually, a “Plan,” and collectively, the “Plans”). Capitalized terms used without definition herein have the meanings given such terms in the respective Plan. References to the “Company” include affiliates of the Company unless the context otherwise requires.

          The Defined Contribution Plan is intended to supplement net assets available to certain participants in the BB&T Corporation 401(k) Savings Plan to the extent that such benefits are curtailed by the application of certain limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”). The Defined Contribution Plan is also intended to provide certain participants in the Company’s executive incentive compensation plans with an effective means of deferring on a pre-tax basis all or a portion of the payments such participants are entitled to receive under such plans.

          The Directors’ Plan is intended to provide non-employee director participants the opportunity to defer receipt of all or a portion of the compensation received for service on the Board of Directors of the Company (the “Board”). The Directors’ Plan also permits certain participants to elect to receive options for shares of the Company’s common stock in lieu of the compensation received for service on the Board.

          The Deferred Compensation Obligations constitute general unsecured obligations of the Company to the participant and are not convertible into another security of the Company. However, as described below, certain amounts previously deferred under a predecessor plan of the Defined Contribution Plan may be distributed in shares of the Company’s Common Stock at the participant’s option.

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          Benefits are payable solely from the Company’s general assets and are subject to the risk of corporate insolvency. Notwithstanding the foregoing, the Company has established a separate trust, entitled the “BB&T Corporation Non-Qualified Deferred Compensation Trust” (the “Trust”), to which the Company may make contributions from time to time in order to fund its obligations under the Plans. Branch Banking and Trust Company serves as trustee (the “Trustee”) under the Trust pursuant to a Trust Agreement, as amended and restated effective November 1, 2001, and further amended October 22, 2002, between the Company and the Trustee. The Trustee is a wholly-owned bank subsidiary of the Company. The assets of the Trust are subject to the claims of the Company’s general creditors in the event the Company becomes insolvent or bankrupt. Pursuant to the terms of the Trust, the Company shall indemnify and hold the Trustee harmless from and against losses, damages, costs, expenses and liabilities of the Trustee associated with the Trust except for acts or omissions of the Trustee which constitute gross negligence or willful misconduct.

          No participant or beneficiary shall have any legal or equitable rights, interest or claims in any particular asset of the Trust or the Company by reason of the Company's obligations. Further, the Trust does not create any preferred claim over creditors of the Company for any Plan participant. All rights of a Plan participant against the Company shall remain unsecured contractual rights of a participant. A participant’s right to the Deferred Compensation Obligations cannot be transferred, assigned, pledged or encumbered except by a written designation of a beneficiary under the terms of the respective Plan.

          The amount of compensation to be deferred by each participant is determined in accordance with the terms of each respective Plan based on elections by the participant. Deferred amounts are credited to each participant’s account. Amounts in a participant’s account will be indexed to one or more investment media individually chosen by a participant from the investment media available under the respective Plan. Each participant’s account will be adjusted to reflect the investment performance of the selected media, including any appreciation or depreciation. Amounts deferred are fully vested at all times (except for certain matching contributions made by the Company under the Defined Contribution Plan). There is no trading market for the Deferred Compensation Obligations.

          Except as provided below, benefits based on the Deferred Compensation Obligations are payable solely in cash following termination of the participant’s service or employment upon certain distribution dates available to the participant (and in limited cases where hardship withdrawals are permitted). Notwithstanding the foregoing, certain amounts previously deferred under a predecessor plan of the Defined Contribution Plan may be distributed in shares of the Company’s Common Stock.

          The Plans may be amended or terminated by the Board at any time; provided, that in no event may such termination or amendment reduce any participant’s accrued benefit with respect to the Deferred Compensation Obligations as of the date of such amendment or termination, nor shall any such amendment affect the terms of the respective Plan relating to the payment of such accrued benefit without the participant’s prior written consent to such amendment. In addition, with respect to options granted under the Directors’ Plan, no such amendment may adversely affect outstanding options or any unexercised rights thereunder or in any way impair the rights of an optionee with respect to his options, without the optionee’s consent. The Plans are administered by an administrative committee appointed by the Board.

Item 5.      Interests of Named Experts and Counsel.

          The legality of the securities offered hereby has been passed upon for the Company by Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company. Attorneys of the firm hold an aggregate of approximately 78,000 shares of Common Stock of the Company.

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Item 6.      Indemnification of Directors and Officers.

          Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, such sections provide that: (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense if it is determined, as provided by statute, that the director or officer meets a certain standard of conduct, except that when a director or officer is liable to the corporation or is adjudged liable on the basis that personal benefit was improperly received by him, the corporation may not indemnify him. A director or officer of a corporation who is a party to a proceeding may also apply to a court for indemnification, and the court may order indemnification under certain circumstances set forth by statute. A corporation may, in its articles of incorporation or bylaws or by contract or resolution of the board of directors, provide indemnification in addition to that provided by statute, subject to certain conditions.

          The Company’s bylaws provide for the indemnification of any director or officer of the Company against liabilities and litigation expenses arising out of his status as such, excluding any liabilities or litigation expenses relating to activities that were at the time taken known or believed by such person to be clearly in conflict with the best interest of the Company.

          The Company’s articles of incorporation provide for the elimination of the personal liability of each director of the Company to the fullest extent permitted by law.

          The Company maintains directors’ and officers’ liability insurance that, in general, insures: (i) the Company’s directors and officers against loss by reason of any of their wrongful acts and (ii) the Company against loss arising from claims against the directors and officers by reason of their wrongful acts, all subject to the terms and conditions contained in the policy.

          Certain rules of the Federal Deposit Insurance Corporation limit the ability of certain depository institutions, their subsidiaries and their affiliated depository institution holding companies to indemnify institution- affiliated parties, including institution directors. In general, the rules prohibit such institutions from indemnifying a director for certain costs incurred with regard to an administrative or enforcement action commenced by any federal banking agency that results in a final order or settlement pursuant to which the director is assessed a civil money penalty, removed from office, prohibited from participating in the affairs of an insured depository institution or required to cease and desist from or take an affirmative action described in Section 8(b) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(b)).

Item 7.      Exemption from Registration Claimed.

          Not applicable.

Item 8.      Exhibits.

          The following exhibits are filed as a part of this Registration Statement:

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Item 9.      Undertakings.

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SIGNATURES

THE REGISTRANT

           Pursuant to the requirements of the Securities Act of 1933, BB&T Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 12^th day of August, 2004.

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 12, 2004.

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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
BB&T Corporation