SEC Form 5

FORM 5

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

[ ]Form 3 Holdings Reported
[ ]Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Janeway M.D., Richard

(Last) (First) (Middle)

P O Box 1250

(Street)

Winston-Salem, NC 27102-1250

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

BBamp;T Corporation (BBT)

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

December 31, 2002

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

Officer Other

Officer/Other

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing

Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2002	G	1,000.000 \| D \|	17,244.392	D
Common Stock				20,000.000	I	By Spouse

If the form is filed by more than one reporting person, see instruction 4(b)(v).

(over)
SEC 2270 (3-99)

Janeway M.D., Richard - December 2002

Form 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Year (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Stock Option (right to buy)	$24.7773					Common Stock - 3,632		3,632	D
Stock Option (right to buy)	$7.7640					Common Stock - 5,060		5,060	D
Stock Option (right to buy)	$7.3453					Common Stock - 2,858		2,858	D
Stock Option (right to buy)	$7.8172					Common Stock - 5,256		5,256	D
Stock Option (right to buy)	$6.9156					Common Stock - 2,688		2,688	D
Stock Option (right to buy)	$8.5200					Common Stock - 6,724		6,724	D
Stock Option (right to buy)	$11.0350					Common Stock - 5,714		5,714	D
Stock Option (right to buy)	$22.6024					Common Stock - 796		796	D
Stock Option (right to buy)	$28.1400					Common Stock - 746		746	D
Stock Option (right to buy)	$28.8719					Common Stock - 727		727	D
Stock Option (right to buy)	$26.7641					Common Stock - 3,530		3,530	D
Stock Option (right to buy)	$23.2375					Common Stock - 1,032		1,032	D
Stock Option (right to buy)	$20.7438					Common Stock - 5,350		5,350	D
Stock Option (right to buy)	$25.5031					Common Stock - 941		941	D
Stock Option (right to buy)	$27.0630					Common Stock - 4,101		4,101	D
Stock Option (right to buy)	$28.1100					Common Stock - 4,269		4,269	D
Stock Option (right to buy)	$26.2400					Common Stock - 685		685	D
Stock Option (right to buy)	$15.9383					Common Stock - 5,834		5,834	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: Parris N. Adams, Attorney-in-fact
________________________________ 01-24-2003
** Signature of Reporting Person Date

Richard Janeway, M.D.

Page 2
SEC 2270 (3-99)

BB&T CORP 5