SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

                        Commission file number 001-14417

                              BANKFIRST CORPORATION
             (Exact name of registrant as specified in its charter)

               Tennessee                                         58-1790903
    (State or other jurisdiction of                             (IRS Employer
     incorporation or organization)                          Identification No.)

           625 Market Street
          Knoxville, Tennessee                                      37902
(address of principal executive offices)                          (Zip Code)

               Registrant's telephone number, including area code:
                                 (865) 595-1100

                                   ----------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

The number of shares  outstanding of each of the registrant's  classes of common
stock as of October 31, 2000:

           Title of Class                              Shares Outstanding
   Common Stock, $2.50 par value                           11,069,573

<PAGE>

                              BANKFIRST CORPORATION
                                      INDEX
================================================================================

REPORT OF INDEPENDENT ACCOUNTANTS  .....................................   3

PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements ......................................   4

     Item 2. Management's Discussion and Analysis of Financial
     Condition and Results of Operations ...............................   9

     Item 3. Quantitative and Qualitative Disclosures about
     Market Risk........................................................  16

PART II - OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K...........................  16

     Signatures.........................................................  16

FORWARD-LOOKING STATEMENTS
================================================================================

The  information  disclosed in this  Quarterly  Report on Form 10-Q of BankFirst
Corporation (the "Company")  includes  various forward- looking  statements that
are made in reliance upon the safe harbor  provisions of the Private  Securities
Litigation  Reform  Act of  1995  with  respect  to  credit  quality  (including
delinquency  trends and the  allowance  for credit  losses),  the ability of the
Company and its vendors to adequately  address post-Year 2000 issues,  corporate
objectives,  and other financial and business matters.  The words "anticipates",
"projects",  "intends",  "estimates",  "expects",  "believes",  "plans",  "may",
"will",  "should",  "could",  and other  similar  expressions  are  intended  to
identify  such  forward-looking  statements.  The  Company  cautions  that these
forward-looking  statements are necessarily speculative and speak only as of the
date made, and are subject to numerous assumptions, risks and uncertainties, all
of which may change over time.  Actual results could differ materially from such
forward-looking statements.

In addition to the factors  disclosed by the Company elsewhere in this document,
the following factors, among others, could cause the Company's actual results to
differ materially and adversely from such  forward-looking  statements:  pricing
pressures  on loan  and  deposit  products;  competition;  changes  in  economic
conditions  nationally,  regionally and in the Company's markets; the extent and
timing of  actions of the  Federal  Reserve  Board;  changes in levels of market
interest  rates;  clients'  acceptance of the  Company's  products and services;
credit risks of lending activities and competitive  factors;  and the extent and
timing of legislative and regulatory actions and reforms.

The above-listed risk factors are not necessarily exhaustive, particularly as to
possible  future  events,  and new risk  factors  may emerge  from time to time.
Certain  events may occur that could cause the  Company's  actual  results to be
materially different than those described in the Company's periodic filings with
the  Securities and Exchange  Commission  ("SEC").  Any  statements  made by the
Company that are not historical facts should be considered to be forward-looking
statements.  The Company is not  obligated  to update and does not  undertake to
update any of its forward-looking statements made herein.

--------------------------------------------------------------------------------


                                                       BankFirst Corporation | 2

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
BankFirst Corporation
Knoxville, Tennessee

We have reviewed the consolidated  balance sheet of BankFirst  Corporation as of
September 30, 2000,  and the related  consolidated  statements of income for the
quarter and  year-to-date  periods ended  September  30, 2000 and 1999,  and the
consolidated  statements of changes in  stockholders'  equity and cash flows for
the  year-to-date  periods ended  September 30, 2000 and 1999.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

                                             Crowe, Chizek and Company LLP

Louisville, Kentucky
October 31, 2000

                                                       BankFirst Corporation | 3

<PAGE>

Part I.- Financial Information
Item 1.- Financial Statements

Consolidated Balance Sheets
BankFirst Corporation
(Dollar amounts in  thousands except share data)

                                                         Sept. 30,     Dec. 31,
                                                           2000          1999
================================================================================
                                                        (Unaudited)
ASSETS
  Cash and due from banks ............................   $  31,229    $  36,039
  Federal Funds Sold .................................           0            0
                                                         ---------    ---------
       Total cash and cash equivalents ...............      31,229       36,039

  Securities available for sale ......................     149,543      133,596
  Mortgage loans held for sale .......................      17,840       12,205
  Loans, net of allowance for credit
    losses of $7,264 and $7,400 ......................     598,705      578,216
  Premises and equipment, net ........................      28,156       26,814
  Mortgage servicing rights ..........................       8,786        8,896
  Federal Home Loan Bank Stock, at cost ..............       3,610        3,420
  Intangible assets ..................................       1,727        1,845
  Accrued interest receivable and
    other assets .....................................      14,824       11,868
                                                         ---------    ---------

       Total assets ..................................   $ 854,420    $ 812,899
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Noninterest-bearing deposits .......................   $ 114,140    $ 105,079
  Interest-bearing deposits ..........................     546,670      525,300
                                                         ---------    ---------

       Total deposits ................................     660,810      630,379

  Securities sold under agreements
    to repurchase ....................................      30,086       32,103
  Federal funds purchased and other
    borrowings .......................................      17,677       27,500
  Advances from the Federal Home
    Loan Bank ........................................      46,057       29,159
  Accrued interest payable and
    other liabilities ................................       8,088        7,232
                                                         ---------    ---------

       Total liabilities .............................     762,718      726,373

Stockholders' equity
  Common stock: $2.50 par value, 30,000,000
    shares authorized, 11,052,964 and
    11,275,600 shares outstanding,
    respectively .....................................      27,632       28,189
  Noncumulative convertible preferred
    stock: $5 par value, 1,000,000 shares
    authorized, 181,050 shares outstanding ...........         905          905
  Additional paid-in capital .........................      32,171       33,448
  Retained earnings ..................................      31,894       25,914
  Accumulated other comprehensive
    income (loss) ....................................        (900)      (1,930)
                                                         ---------    ---------

       Total stockholders' equity ....................      91,702       86,526
                                                         ---------    ---------

       Total liabilities and stockholders' equity ....   $ 854,420    $ 812,899
                                                         =========    =========

================================================================================
                             See accompanying notes.


                                                       BankFirst Corporation | 4

<PAGE>

Consolidated Statements of Income
BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)

                                      Three months ended      Nine months ended
                                           Sept. 30,               Sept. 30,
                                        2000       1999        2000       1999
================================================================================
Interest income
  Interest and fees on loans ......   $ 14,256   $ 13,092    $ 41,823   $ 37,486
  Taxable securities ..............      1,803      1,510       5,208      4,402
  Nontaxable securities ...........        483        410       1,444      1,233
  Other ...........................        123        116         370        475
                                      --------   --------    --------   --------

                                        16,665     15,128      48,845     43,596
Interest expense
  Deposits ........................      6,791      5,535      19,432     16,226
  Federal funds purchased and
    repurchase agreements .........        929        408       2,042      1,417
  Federal Home Loan Bank
    advances and other debt .......        394        426       1,619        889
                                      --------   --------    --------   --------

                                         8,114      6,369      23,093     18,532
                                      --------   --------    --------   --------

Net interest income ...............      8,551      8,759      25,752     25,064

Provision for credit losses .......        572        522       1,717      1,402
                                      --------   --------    --------   --------

Net interest income after
  provision for credit losses .....      7,979      8,237      24,035     23,662

Noninterest income
  Service charges and fees ........      1,286      1,186       3,588      3,472
  Net securities gains (losses) ...          0         30           6         40
  Net gain (loss) on loan sales ...        526        659       1,777      2,568
  Loan servicing income, net
    of amortization ...............        294         (5)        890        148
  Trust fee income ................        254        261       1,003        786
  Other ...........................        222        327         698        989
                                      --------   --------    --------   --------

                                         2,582      2,458       7,962      8,003
Noninterest expense
  Salaries and employee benefits ..      4,044      4,023      12,060     12,100
  Occupancy expense ...............        565        474       1,659      1,526
  Equipment expense ...............        618        579       1,882      1,945
  Office expense ..................        428        423       1,406      1,358
  Data processing .................        400        451       1,319      1,285
  Advertising .....................        208        202         556        544
  Other ...........................      1,025      1,080       3,243      2,974
                                      --------   --------    --------   --------

                                         7,288      7,232      22,125     21,732
                                      --------   --------    --------   --------

Income before income taxes ........      3,273      3,463       9,872      9,933
Provision for income taxes ........        803      1,169       2,905      3,368
                                      --------   --------    --------   --------

Net income ........................   $  2,470   $  2,294    $  6,967   $  6,565
                                      ========   ========    ========   ========

Comprehensive income ..............   $  3,769   $  1,768    $  7,997   $  3,260

Earnings per share:
  Basic ...........................   $   0.22   $   0.20    $   0.62   $   0.57
  Diluted .........................   $   0.21   $   0.19    $   0.58   $   0.53

================================================================================
                             See accompanying notes.


                                                       BankFirst Corporation | 5

<PAGE>

Consolidated Statements of Changes in Stockholders' Equity
BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                Additional                  Other           Total
                                          Common     Preferred   Paid-in    Retained    Comprehensive   Stockholders'
                                          Stock        Stock     Capital    Earnings       Income          Equity
                                         --------    ---------  ----------  --------    -------------   -------------
<S>                                      <C>         <C>        <C>         <C>           <C>             <C>
PERIOD ENDED SEPT. 30, 1999

Balance, January 1, 1999                 $ 28,439    $    905   $ 34,093    $ 17,160      $  2,244        $ 82,841

Cash dividend on preferred stock               --          --         --         (99)           --             (99)

Repurchase of common stock,
49,330 shares                                (123)         --       (322)         --            --            (445)

Comprehensive income (loss):
  Net income                                   --          --         --       6,565            --           6,565

  Change in unrealized gains (losses),
    net of reclassification                    --          --         --          --        (3,305)         (3,305)
                                                                                                          --------
Total comprehensive income                                                                                   3,260
                                         --------    --------   --------    --------      --------        --------

Balance, September 30, 1999              $ 28,316    $    905   $ 33,771    $ 23,626      $ (1,061)       $ 85,557
                                         ========    ========   ========    ========      ========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                Additional                  Other           Total
                                          Common     Preferred   Paid-in    Retained    Comprehensive   Stockholders'
                                          Stock        Stock     Capital    Earnings       Income          Equity
                                         --------    ---------  ----------  --------    -------------   -------------
<S>                                      <C>         <C>        <C>         <C>           <C>             <C>
PERIOD ENDED SEPT. 30, 2000

Balance, January 1, 2000                 $ 28,189    $    905   $ 33,448    $ 25,914      $ (1,930)       $ 86,526

Cash dividend on preferred stock               --          --         --         (99)           --             (99)

Cash dividend on common stock                  --          --         --        (888)           --            (888)

Repurchase of common stock,
227,650 shares                               (569)         --     (1,298)         --            --          (1,867)

Stock options exercised, 5,014 shares          12          --         21          --            --              33

Comprehensive income:
  Net income                                   --          --         --       6,967            --           6,967

  Change in unrealized gains
    (losses), net of reclassification          --          --         --          --         1,030           1,030
                                                                                                          --------
     Total comprehensive income                                                                              7,997
                                         --------    --------   --------    --------      --------        --------
Balance, September 30, 2000              $ 27,632    $    905   $ 32,171    $ 31,894      $   (900)       $ 91,702
                                         ========    ========   ========    ========      ========        ========
</TABLE>

================================================================================
                             See accompanying notes.


                                                       BankFirst Corporation | 6

<PAGE>

Consolidated Statements of Cash Flows
BankFirst Corporation
(Dollar amounts in thousands)
(Unaudited)

                                                          Nine months ended
                                                              Sept. 30,
                                                          2000          1999
================================================================================

Cash flows from operating activities
   Net income ....................................     $   6,967      $   6,565
Adjustments to reconcile net income
   to net cash from operating activities:
   Provision for credit losses ...................         1,717          1,402
   Depreciation ..................................         1,736          1,701
   Amortization of mortgage servicing
     rights ......................................           839          1,411
   Amortization and accretion of
     securities, net .............................           (10)           (79)
   Net (gains) losses on securities
     sales .......................................            (6)           (40)
   Net (gains) losses on sales of
     mortgage loans ..............................        (1,777)        (2,568)
   Proceeds from sales of mortgage
     loans held for sale .........................        78,445        148,963
   Purchases of mortgage loans held
     for sale ....................................       (10,732)       (26,222)
   Originations of mortgage loans
     held for sale ...............................       (73,348)      (108,692)
Changes in assets and liabilities
   Accrued interest receivable and
     other assets ................................        (2,956)        (1,279)
   Accrued interest payable and
     other liabilities ...........................           856         (1,145)
                                                       ---------      ---------

Net cash flows from operating activities .........         1,731         20,017

Cash flows from investing activities
   Purchase of securities ........................       (31,224)       (27,381)
   Proceeds from maturities of
     securities ..................................        15,743          4,155
   Proceeds from sales of securities .............            --         18,162
   Net increase in loans .........................       (20,489)       (67,590)
   Purchase of FHLB stock ........................          (190)          (172)
   Premises and equipment
     expenditures, net ...........................        (3,078)        (3,120)
                                                       ---------      ---------

Net cash flows from investing activities .........       (39,238)       (75,946)

Cash flows from financing activities
   Net change in deposits ........................        30,431         14,819
   Net change in repurchase agreements
     and other borrowings ........................       (11,840)        11,207
   Advances from the FHLB ........................        17,000         27,307
   Repayments of advances to the FHLB ............          (101)       (10,000)
   Dividends paid ................................          (987)           (99)
   Sales of stock and stock options
     exercised ...................................            61             --
   Repurchase of common stock ....................        (1,867)          (445)
                                                       ---------      ---------

Net cash flows from financing activities .........        32,697         42,789

Net change in cash and cash equivalents ..........        (4,810)       (13,140)

Cash and cash equivalents, beginning
  of period ......................................        36,039         44,986
                                                       ---------      ---------

Cash and cash equivalents, end
  of period ......................................     $  31,229      $  31,846
                                                       =========      =========

Supplemental disclosures:
   Interest paid .................................     $  22,098      $  18,750
   Income taxes paid .............................         4,406          2,515
   Loans converted to other real estate ..........         3,287             --

================================================================================
                             See accompanying notes.


                                                       BankFirst Corporation | 7

<PAGE>

Notes to Consolidated Financial Statements
BankFirst Corporation

Basis of Presentation of the Consolidated Financial Statements
================================================================================

Principles of Consolidation:  The consolidated  financial statements include the
accounts of BankFirst Corporation and its principal  wholly-owned  subsidiaries,
BankFirst,  The First National Bank and Trust Company  (together  referred to as
the "Banks"),  BankFirst Trust Company, and BankFirst's wholly-owned subsidiary,
Curtis  Mortgage  Company,  collectively  referred  to  as  the  "Company".  All
significant  inter-company  balances and  transactions  have been  eliminated in
consolidation.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information,   and  accordingly  they  do  not  include  all  of  the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 2000 are not  necessarily  indicative of the results
that may be expected for the year ended December 31, 2000.

Borrowings:  Repurchase  agreements  and Federal  Funds  purchased are generally
overnight  borrowings.  Federal  Home Loan Bank  ("FHLB")  advances  consist  of
variable rate advances  that mature  within one year,  and fixed rate  long-term
advances with maturity dates that exceed one year.

Reclassifications:  Certain  items in the 1999  financial  statements  have been
reclassified to conform to the 2000 presentation.

Computation of Earnings Per Share
================================================================================

Basic earnings per share is based on weighted average common shares outstanding.
Diluted  earnings per share further assumes  issuance of any dilutive  potential
common  shares.  Earnings  per  share  are  restated  for all  subsequent  stock
dividends and splits.

A  reconciliation  of the numerators and denominators of the earnings per common
share and earnings per common share assuming dilution computations are presented
below (in thousands, except share data):

<TABLE>
<CAPTION>
                                        Three months ended            Nine months ended
                                            Sept. 30,                     Sept. 30,
                                      2000            1999            2000            1999
                                      ----            ----            ----            ----
<S>                               <C>             <C>             <C>             <C>
BASIC
Net income ....................   $      2,469    $      2,294    $      6,967    $      6,565
Less: dividends declared
  on preferred stock ..........            (33)            (33)            (99)            (99)
                                  ------------    ------------    ------------    ------------
Net income available to
  common stockholders .........   $      2,436    $      2,261    $      6,868    $      6,466
                                  ============    ============    ============    ============
Average common shares
  outstanding .................     11,050,694      11,359,843      11,124,697      11,370,290
Earnings per share ............   $       0.22    $       0.20    $       0.62    $       0.57

DILUTED
Net income available to
  common stockholders .........   $      2,436    $      2,261    $      6,868    $      6,466
Add: dividends upon assumed
  conversion of preferred
  stock .......................             33              33              99              99
                                  ------------    ------------    ------------    ------------
Net income available to
  common stockholders
  assuming conversion .........   $      2,469    $      2,294    $      6,967    $      6,565
                                  ============    ============    ============    ============

Weighted average common
  shares outstanding ..........     11,050,694      11,359,843      11,124,697      11,370,290
Weighted average dilutive
  convertible preferred
  stock .......................        558,992         558,992         558,992         558,992
Dilutive common stock
  options at average market
  price .......................        407,480         318,061         296,430         367,411
                                  ------------    ------------    ------------    ------------
Weighted average diluted
  shares outstanding ..........     12,017,166      12,236,896      11,980,119      12,296,693
                                  ============    ============    ============    ============

Earnings per share assuming
  dilution ....................   $       0.21    $       0.19    $       0.58    $       0.53
</TABLE>


                                                       BankFirst Corporation | 8

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      Overview
      ==========================================================================

      The  following  discussion  and analysis is presented  to  facilitate  the
      understanding  of the  consolidated  financial  position  and  results  of
      operations of BankFirst  Corporation  (the  "Company").  The  consolidated
      financial  information  discussed herein primarily reflects the activities
      of the  Company's  wholly-owned  community  bank  subsidiaries,  BankFirst
      ("BankFirst")  and The First National Bank and Trust Company  ("FNB"),  as
      well as the Company's  BankFirst Trust Company  subsidiary and BankFirst's
      mortgage subsidiary,  Curtis Mortgage Company.  The discussion  identifies
      trends and material  changes that occurred during the reported periods and
      should be read in conjunction with the consolidated  financial  statements
      and accompanying  notes appearing  elsewhere herein.  The periods included
      within this report are the three  months and nine months  ended  September
      30, 2000 and September 30, 1999.

      The  Company  is  a  bank  holding  company  headquartered  in  Knoxville,
      Tennessee  that  focuses on meeting  the banking  needs of East  Tennessee
      businesses and residents through a  relationship-oriented,  community bank
      business  strategy.  The Company  conducts  its banking  business  through
      BankFirst,  which has 26  offices  in Knox,  Sevier,  Blount,  Loudon  and
      Jefferson  Counties,  and through FNB, with six offices in McMinn  County.
      The Company's  operations  principally  involve commercial and residential
      real  estate  lending,  commercial  business  lending,  consumer  lending,
      mortgage  servicing,  construction  lending and other financial  services,
      including trust operations, credit card services and brokerage services.

      On August 22,  2000,  the  Company  entered  into an  agreement  with BB&T
      Corporation, based in Winston-Salem, North Carolina ("BB&T"), whereby BB&T
      will acquire 100% ownership of the Company in a $149.7 million stock swap.
      While the directors of both companies have approved the transaction, it is
      subject to  approval by federal and state  banking  regulators  and by the
      shareholders of the Company.  The  transaction  will be accounted for as a
      purchase and has an exchange ratio fixed at .4554 per BB&T share of common
      stock for each issued and outstanding share of the Company's common stock,
      and 1.4060  shares of BB&T common  stock for each  issued and  outstanding
      share of the  Company's  preferred  stock.  As a  condition  of the merger
      agreement,  the Company also entered into an agreement  granting  BB&T the
      right to purchase up to 2,199,000 of the Company's shares of common stock.

      The terms of this acquisition are included in a Registration  Statement on
      Form S-4  filed by BB&T on  October  20,  2000  with  the  Securities  and
      Exchange  Commission.  It is  anticipated  that this  acquisition  will be
      consummated  before  December  31,  2000,  contingent  upon  all  required
      approvals.

      Financial Condition
      ==========================================================================

      The Company's total assets grew from $813 million at year-end 1999 to $854
      million at September 30, 2000,  representing a $41 million increase.  This
      asset growth occurred  primarily in loans of $21 million and securities of
      $16 million.  The  Company's  September  30, 2000 balance  sheet  reflects
      growth of $31 million in deposits  achieved  through  competitive  product
      pricing.  The Company used this deposit  increase by funding the growth in
      loans and the purchases of securities.  The Company also  restructured its
      overall short-term borrowing position by increasing Federal Home Loan Bank
      ("FHLB")  advances by $17 million and reducing  repurchase  agreements and
      federal funds by a total of $12 million.

      The Company's  deposit base and, to a lesser  degree its loan demand,  are
      both  influenced  by  seasonal  demands  from  its  commercial  customers.
      Accordingly,  the Company  maintains a  short-term  liquidity  strategy to
      accommodate seasonal needs. On a year-to-date ("YTD") average basis, total
      deposits grew by $28 million from year-end  1999.  This deposit growth was
      used to fund YTD  growth in loans of $20  million  and to reduce  over-all
      short-term  borrowings by $6 million from year-end  1999. As customer loan
      and deposit  needs  fluctuate,  short-term  borrowings  are  appropriately
      adjusted.


                                                       BankFirst Corporation | 9

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      From  year-end  1999 to September  30, 2000,  total  stockholders'  equity
      increased by $5 million.  This increase consists of net earnings of nearly
      $7 million,  less  preferred and common stock cash  dividends of nearly $1
      million,  and less  approximately $2 million for the repurchase of 227,650
      shares of the  Company's  common  stock,  as  described  in the  following
      paragraph.

      On  January  11,  2000 the  Company  approved a stock  repurchase  plan to
      acquire up to 500,000  shares of its common stock.  This stock  repurchase
      plan follows a previous  100,000  share stock  repurchase  plan  completed
      during the second half of 1999. Management  repurchased a total of 227,650
      shares of the approved  500,000 share buyback during the first nine months
      of this year and presently does not anticipate repurchasing any additional
      shares.

      Management  expects the Company's growth to continue through  expansion of
      retail locations,  expansion of products and services,  including mortgage
      servicing  opportunities  by Curtis  Mortgage  Company and trust  services
      through  BankFirst  Trust Company.  Although the Company's  growth rate in
      total  assets  during the last twelve  months was  approximately  9%, this
      growth trend has slowed  during the third  quarter of 2000,  and will very
      likely  continue to slow over the  remainder of 2000 due to the effects of
      recent short-term interest rate increases announced by the Federal Reserve
      Bank.

      Results of Operations
      ==========================================================================

      Noninterest Income

      Net income increased 6% to $7.0 million for the first nine months of 2000,
      as compared to $6.6  million for the same period last year.  Net  interest
      income  on a tax  equivalent  basis  was $26.2  million,  representing  an
      approximate $500,000 or 2% increase for the first nine months of 2000 from
      the comparable 1999 period.  The  year-over-year  increase in net interest
      income was due  primarily to an increase in total average  earning  assets
      and a proportionate  increase of earning assets  invested in loans,  which
      represent the Company's highest yielding assets.

      The  Company's net interest  spread and net interest  margin for the first
      nine  months of 2000 were 3.71% and 4.45%,  respectively,  as  compared to
      4.10% and 4.80%,  respectively,  for the same period last year.  The trend
      over the last twelve months has been that the Company's  margin and spread
      have  declined  slightly  due to  competitive  pressures on loan rates and
      higher  costs   associated  with  borrowing   costs  of  funds,   such  as
      interest-bearing deposits, federal funds, and FHLB advances. This trend of
      competitive pressures is expected to continue into the foreseeable future.

      Although the  Company's net interest  spread and net interest  margin have
      declined,  actual  dollars of net interest  income have  increased  from a
      higher volume of earning  assets.  The growth in earning assets (which are
      mostly comprised of loans) have slowed from historical growth patterns due
      to the delayed effects of recent short-term  Federal Reserve Bank interest
      rate hikes.  In addition,  during the first  quarter of 2000,  the Company
      maintained  an  aggressive   loan  pricing   strategy  to  combat  intense
      competition.   This  strategy  was   successful   in  retaining   existing
      relationships  and attracting  new  customers,  although the yields on the
      respective  loans were below  historical  levels.  The Company changed its
      pricing  structure  during  the second  quarter  of 2000 and is  currently
      pricing its loans in order to maintain a higher net  interest  spread than
      during the  previous  quarters.  This  strategy  may very  likely slow the
      growth rate of its loan portfolio, but should increase net interest income
      as a percentage of total assets.

      Noninterest  income  of $7.9  million  for the first  nine  months of 2000
      compared  almost evenly with $8 million for the same period in 1999.  Some
      select  components of noninterest  income include service charges and fees
      generated by the two bank affiliates,  income from sales of mortgage loans
      and loan servicing through Curtis Mortgage  Company,  and trust fee income
      produced through BankFirst Trust Company.  YTD comparisons of these select
      components of noninterest income are described in more detail below.

      An analysis of noninterest  income  reflects a small change in earnings on
      service charges and related fees, which were $3.5 million and $3.6 million
      for  the  nine-month   periods   ending   September  30,  1999  and  2000,
      respectively.    Intense   market   competition   from   other   financial
      institutions,  as well as nonbank competition such as brokerage firms, are
      causing pressure on this component of noninterest income.


                                                      BankFirst Corporation | 10

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      Gains on loan sales decreased from $2.6 million for the nine months ending
      September  30, 1999 to $1.8 million for the nine months  ending  September
      30, 2000.  The interest rate  increases  initiated by the Federal  Reserve
      Board during 1999 and 2000 have attributed to a reduction in the volume of
      originations  of  secondary  market  loans.  However,  gains on loan sales
      during  the first  nine  months of 2000 were  positively  impacted  by the
      Company's  short-term  strategy  to  sell  approximately  $43  million  of
      originated loans servicing-released.  The sale of loans servicing-released
      generally  results  in higher  gains at the time of sale,  but will have a
      negative  impact on future loan servicing  income  streams.  The Company's
      loan servicing  portfolio  balance at September 30, 2000 was approximately
      $604 million compared to approximately  $612 million at December 31, 1999.
      The  Company  will  continue  to  consider  selling  a  portion  of  loans
      servicing-released,   while   continuing  to  build  the  loan   servicing
      portfolio.

      Loan servicing income (net of  amortization)  during the first nine months
      of 2000 was  $890,000,  compared to $148,000  for the same period in 1999.
      This  change  was  mainly   attributable  to  the  effect  of  recognizing
      amortization  expense  over a  longer  period  of time  from  slower  loan
      prepayments.  Given the  expected  continued  increase in interest  rates,
      management believes the secondary market loan volumes and prepayments over
      the next several months will further decline from existing levels.

      Noninterest  income from trust fees increased 28% from $786 thousand to $1
      million when  comparing the nine months  ending  September 30, 1999 to the
      same period in 2000. The BankFirst  Trust Company is managing $393 million
      of trust assets as of  September  30, 2000 as compared to $314 million for
      the same period last year.

      Noninterest Expense

      Noninterest expense increased $393,000 to $22.1 million for the first nine
      months of 2000 over the comparable 1999 period.  The primary components of
      noninterest  expense are salaries and benefits,  occupancy and  equipment,
      data processing, and an "other" noninterest expense category that captures
      various expenses not normally itemized on financial statements.

      Salaries and benefits represent the Company's largest  noninterest expense
      component.  The cost to hire,  train, and maintain a workforce of over 400
      full-time and part-time employees is substantial.  The Company's personnel
      costs through the first nine months of 2000 were $12.1 million,  unchanged
      from the same period last year.  Although  this  expense  category did not
      increase based upon a  year-over-year  comparison,  the Company expects to
      hire  additional  personnel to staff four new branch  locations  currently
      under development.  This branch expansion  strategy,  coupled with a tight
      labor market, inflationary pressures, and competitive pressures, will most
      likely  cause  an  upward  trend  in  this  noninterest  expense  category
      throughout the remainder of the year.

      Occupancy expense,  office and equipment expense, and data processing fees
      collectively  accounted  for $6.3 million of  noninterest  expense for the
      first nine months of 2000,  compared  to $6.1  million for the same period
      last year.  Again, it is anticipated  that  inflationary  pressures and an
      expansion into new markets will put upward pressure on these expenses.

      The "Other Noninterest Expense" category reflects  year-to-date expense of
      $3.2  million,  an increase of $269,000  for the first nine months of 2000
      over the same period in 1999. This category includes expenses for loan and
      deposit   processing   fees,   travel,   professional   fees,   charitable
      contributions,   check  losses,  and  other  miscellaneous  expenses.  The
      increase in other noninterest expense from year to year was due to normal,
      recurring expense activity.

      Provision for Federal Income Taxes

      Third  quarter  2000  federal  income tax expense of  $803,000  includes a
      $275,000 reduction in estimated liability associated with prior tax years.
      The Company  reevaluated  its estimated  liability as a result of Internal
      Revenue  Service tax  examinations of certain prior tax years that are now
      nearing completion.


                                                      BankFirst Corporation | 11

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      Provision for Credit Losses and Asset Quality

      The provision for credit losses was $1.7 million for the first nine months
      of this year,  compared to $1.4  million for the same period in 1999.  The
      higher provision  expense on a  period-over-period  comparative  basis was
      mainly due to  providing  allowance  for loan losses on the  growing  loan
      portfolio.   The  Company   experienced  net  charge-offs   (i.e.,   gross
      charge-offs  less recoveries) of $1.9 million during the first nine months
      of 2000,  compared to $624,000 for the same period last year. The majority
      of the increase was a $500,000  charge-off  recorded in August,  2000 on a
      single loan. The ratio of net  charge-offs to average loans increased from
      0.04% to 0.16% when comparing the nine months ending September 30, 1999 to
      the same period in 2000.

      The  recorded  values  of loans  actually  removed  from the  consolidated
      balance  sheets are  referred to as  charge-offs  and,  after  netting out
      recoveries on previously  charged-off assets, become net charge-offs.  The
      Company's policy is to charge off loans when, in management's opinion, the
      loan is  deemed  uncollectible,  although  concerted  efforts  are made to
      maximize recovery.

      With the  escalation  of  concern  about  credit  quality  throughout  the
      industry,  the  Company has taken a proactive  stance  regarding  its loan
      quality. Total nonperforming loans (consisting of nonaccruals and loans 90
      days or more past due) as of September 30, 2000 were $5.6 million compared
      to $6.2 million as of December 31, 1999.  Included in nonaccruing loans is
      one credit of $2.5  million  that is in  bankruptcy  and will most  likely
      remain in nonaccrual  status through at least the remainder of 2000. Other
      real estate owned ("OREO") and non-real estate  repossessions at September
      30, 2000 were  collectively  $4.1  million as compared to $1.9  million on
      December  31,  1999.  Included in other real estate  owned are two parcels
      valued at approximately $2 million and $1 million, respectively, that were
      acquired during the current year.  There are currently no pending sales on
      either of these properties.

      The  provision for credit  losses  represents  charges made to earnings to
      maintain an adequate  allowance  for loan losses and other credit  losses.
      The  allowance is  maintained  at an amount  believed to be  sufficient to
      absorb losses in the loan portfolio. Factors considered in establishing an
      appropriate  allowance  include  a  careful  assessment  of the  financial
      condition  of the  borrower;  a realistic  determination  of the value and
      adequacy of underlying collateral;  the condition of the local economy and
      the condition of the specific  industry of the borrower;  a  comprehensive
      analysis  of the  levels and  trends of loan  categories;  and a review of
      delinquent and classified loans. The Company applies a systematic  process
      for determining the adequacy of the allowance for loan losses including an
      internal  loan review  function and a monthly  analysis of the adequacy of
      the allowance.  The monthly  analysis  includes  determination of specific
      potential  loss  factors  on  individual   classified  loans,   historical
      potential loss factors  derived from actual net charge-off  experience and
      trends in  nonperforming  loans, and potential loss factors for other loan
      portfolio risks such as loan concentrations, local economy, and the nature
      and volume of loans.

      Management  will  continue to monitor its markets and take a  conservative
      position regarding credit quality. Refer to the Company's Annual Report on
      Form  10-K  for  its  fiscal  year  ended  December  31,  1999  under  the
      "Nonperforming Assets" section of Management's  Discussion and Analysis of
      Financial Condition and Results of Operations, for further analysis.


                                                      BankFirst Corporation | 12

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

                                              Nonperforming Assets
                                                (in thousands)

                               Sept. 30   June 30   Mar. 31   Dec. 31   Sept. 30
                                 2000      2000      2000      1999      1999
                               --------   -------   -------   -------   --------
Principal balance
  Nonaccrual .................  $3,611     4,014    $3,946    $3,981    $3,017
  90 days or more past due
  and still accruing .........   1,968     1,483     2,800     2,261     1,173
                                ------    ------    ------    ------    ------

      Total nonperforming
        loans ................  $5,579    $5,497    $6,746    $6,242    $4,190
                                ======    ======    ======    ======    ======

  Nonperforming loans as a
  percent of loans ...........    0.92%     0.91%     1.14%     1.07%     0.73%

  Other real estate owned
  ("OREO") ...................  $4,108    $1,196    $1,963    $1,893    $  814

  OREO as a percent of
  loans ......................    0.68%     0.20%     0.33%     0.32%     0.14%

  Allowance as a percent of
  nonperforming loans ........  130.19%   138.96%   112.56%   118.55%   176.13%

      Liquidity and Capital Adequacy
      ==========================================================================

      Liquidity  management  is both a daily  and  long-term  responsibility  of
      management.  The Company adjusts its investments in liquid assets and long
      and short  term  borrowings,  based  upon  management's  consideration  of
      expected loan demand,  expected  deposit flows and  securities  sold under
      repurchase  agreements.  The Company  believes it has the ability to raise
      deposits  quickly  within its market  area by  slightly  raising  interest
      rates,  but has  typically  been able to achieve  deposit  growth  without
      paying above market  interest  rates.  The current  strategy calls for the
      subsidiary  banks to be no higher than second  highest in their pricing as
      compared to their primary  competitors.  Deposit growth has funded most of
      the significant  asset growth in the past several years, but has decreased
      modestly as a percent of total funding.

      The Company actively solicits customer cash management  relationships that
      often  include a  securities  repurchase  agreement  feature.  Under these
      agreements,   commercial  customers  are  able  to  generate  earnings  on
      otherwise idle funds on deposits with the subsidiary banks. These accounts
      are  considered  volatile  under  regulatory  requirements,  although  the
      Company has found them to be a steady  source of funding.  The Company has
      been  able  to  maintain  customer  relationships  because  of its  strong
      business  lending program.  While more costly than deposit funding,  these
      deposit-related  accounts are  typically  the lowest cost  borrowed  funds
      available to the Company.

      The primary source of capital for the Company is retained earnings. During
      the first  nine  months of 2000,  the  Company  had net  earnings  of $7.0
      million,   paid  cash  dividends  of  $99  thousand  to   shareholders  of
      noncumulative  convertible  preferred  stock,  paid  initial  annual  cash
      dividends  of  $888  thousand  to  shareholders   of  common  stock,   and
      repurchased  227,650  shares of the  Company's  common stock (as described
      previously  in the  "Financial  Condition"  section  of this  Management's
      Discussion and Analysis of Financial  Condition and Results of Operations)
      at an approximate cost of $1.9 million. The Company retained the remaining
      $4.1 million of earnings as an increase to its capital base.


                                                      BankFirst Corporation | 13

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      The  Company  and its  subsidiaries  are  subject  to  regulatory  capital
      requirements  administered by federal and state banking agencies.  Capital
      adequacy  guidelines  and prompt  corrective  action  regulations  involve
      quantitative  measures of assets,  liabilities,  and  certain  off-balance
      sheet items calculated under regulatory accounting  practices.  The prompt
      corrective action regulations provide five classifications, including well
      capitalized,  adequately  capitalized,  under-capitalized,   significantly
      under-capitalized, and critically under-capitalized,  although these terms
      are   not   used   to   represent   overall   financial   condition.    If
      under-capitalized,  capital distributions,  asset growth and expansion are
      limited, and plans for capital restoration are required.

      Under guidelines  issued by banking  regulators,  the Company and its bank
      subsidiaries are required to maintain a minimum Tier 1 risk-based  capital
      ratio of 4% and a minimum total risk-based ratio of 8%. Risk-based capital
      ratios  weight the  relative  risk  factors of all assets and consider the
      risk associated with off-balance sheet items.

      The Company's  Tier 1 risk-based and total  risk-based  ratios were 13.70%
      and 14.74%, respectively, as of September 30, 2000. Both bank subsidiaries
      also individually met the definition of "well capitalized" as of September
      30, 2000.

      Market Risk
      ==========================================================================

      The  Company  uses an  earnings  simulation  model  (summarized  below) to
      analyze  net  interest  income  sensitivity.  Potential  changes in market
      interest rates and their  subsequent  effects on interest  income are then
      evaluated.  The model projects the effects of  instantaneous  movements in
      interest rates of 100 and 200 basis points.

      The assumptions  used in the market risk  simulation  model are inherently
      uncertain  and,  as a  result,  the model  cannot  precisely  measure  net
      interest income or precisely  predict the impact of fluctuations in market
      interest rates on net interest income. Actual results will differ from the
      model's  simulated  results  due to timing,  magnitude  and  frequency  of
      interest rate  changes,  as well as changes in market  conditions  and the
      application of various management strategies.  See the previous discussion
      concerning  interest  rate margin and interest rate spread in the "Results
      of  Operations"  section of this  Management's  Discussion and Analysis of
      Financial Condition and Results of Operations.

      Even though the  Company's  cumulative  gap at one year is  negative,  the
      earnings  simulation model indicates that an increase in interest rates of
      100 and 200 basis points would result in increased net interest  income of
      $642,000 (a 1.86%  increase from a flat rate scenario) and $1.3 million (a
      3.72%  increase  from  flat  rates),  respectively.  This  occurs  because
      management  believes that if overall market interest rates  increase,  the
      market would not require an immediate, corresponding repricing of non-term
      deposit  liabilities.  A decrease in  interest  rates of 100 and 200 basis
      points would result in decreased net interest  income of $639,000 (a 1.85%
      decrease  from flat rates) and $1.2  million (a 3.55%  decrease  from flat
      rates), respectively.

      The Company's cumulative gap at one year as of December 31, 1999 indicated
      that an  increase  in  interest  rates of 100 and 200 basis  points  would
      result in increased net interest income of $306,000 (a 0.85% increase from
      a flat rate  scenario)  and $594,000 (a 1.66%  increase  from flat rates),
      respectively.  A decrease in interest rates of 100 and 200 basis points as
      of December  31, 1999 would result in  decreased  net  interest  income of
      $251,000 (a 0.70% decrease from flat rates) and $439,000 (a 1.22% decrease
      from flat rates), respectively.


                                                      BankFirst Corporation | 14

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

                              Market Risk Analysis
                              at September 30, 2000

<TABLE>
<CAPTION>
                                                                Decrease in Rates                              Increase in Rates
                                                           -------------------------                       ------------------------
                                                             200              100                             100             200
                                                            Basis            Basis            Level          Basis           Basis
                                                            Points           Points           Rates         Points          Points
<S>                                                        <C>              <C>             <C>            <C>             <C>
Projected Interest Income
  Loans ............................................       $ 52,850         $ 55,554        $ 58,255       $ 60,957        $ 63,660
  Investments ......................................          9,571            9,695           9,819          9,942          10,067
  Federal Funds Sold ...............................             75               88             103            119             135
                                                           --------         --------        --------       --------        --------
       Total Interest Income .......................         62,496           65,337          68,177         71,018          73,862

Projected Interest Expense
  Deposits .........................................       $ 25,107         $ 26,916        $ 28,674       $ 30,432        $ 32,191
  FHLB Term Advances ...............................          2,477            2,772           3,068          3,363           3,657
  Fed Funds Purchased & Other Borrowings ...........          1,561            1,710           1,857          2,003           2,149
                                                           --------         --------        --------       --------        --------
       Total Interest Expense ......................         29,145           31,398          33,599         35,798          37,997

Net Interest Income ................................       $ 33,351         $ 33,939        $ 34,578       $ 35,220        $ 35,865
$ Change from Level Rates ..........................         (1,227)            (639)             --            642           1,287
% Change from Level Rates ..........................          (3.55)%          (1.85)%            --           1.86%           3.72%
</TABLE>

                         Summarized Market Risk Analysis
                              At December 31, 1999

<TABLE>
<CAPTION>
                                                                Decrease in Rates                              Increase in Rates
                                                           -------------------------                       ------------------------
                                                             200              100                             100             200
                                                            Basis            Basis            Level          Basis           Basis
                                                            Points           Points           Rates         Points          Points
<S>                                                        <C>              <C>             <C>            <C>             <C>
Projected Total Interest Income ...............            $ 60,986         $ 62,468        $ 64,713       $ 66,959        $ 68,438

Projected Total Interest Expense ..............              25,539           26,833          28,827         30,767          31,958

Net Interest Income ...........................              35,447           35,635          35,886         36,192          36,480

$ Change from Level Rates .....................                (439)            (251)             --            306             594
% Change from Level Rates .....................               (1.22)%          (0.70)%            --           0.85%           1.66%
</TABLE>


                                                      BankFirst Corporation | 15

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
  Operations
BankFirst Corporation

      New Accounting and Reporting Requirements
      ==========================================================================

      SFAS No. 133, "Accounting for Derivative Financial Instruments and Hedging
      Activities".  SFAS No. 133 requires companies to record derivatives on the
      balance sheet as assets or liabilities at fair value. Depending on the use
      of the derivatives and whether they qualify for hedge accounting, gains or
      losses  from  changes  in the value of such  derivatives  would  either be
      recorded  as a  component  of net  income or as a change in  stockholders'
      equity. The Company is required to adopt the new standard as of January 1,
      2001.  Management has determined that implementation of this standard will
      not have a material impact on the Company's financial statements.

      Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      ==========================================================================

      This  information  is disclosed in Item 2,  "Management's  Discussion  and
      Analysis of Financial  Condition and Results of Operations-  Liquidity and
      Capital Adequacy".

      Part II.- Other Information
      Item 6. EXHIBITS AND REPORTS ON FORM 8-K
      ==========================================================================

      (a)   Exhibits

      10.1  Agreement and Plan of Reorganization  between BankFirst  Corporation
            and BB&T Corporation, dated as of August 22, 2000

      10.2  Stock  Option  Agreement  between  BankFirst  Corporation  and  BB&T
            Corporation, dated as of August 22, 2000

      27    Financial Data Schedule (filed electronically with the SEC).

      99.1  Awareness Letter from Crowe, Chizek and Company LLP.

      (b)   Reports on Form 8-K:

      The Company filed no Current  Reports on Form 8-K during the quarter ended
      September 30, 2000.

      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.

      BANKFIRST CORPORATION

      November 13, 2000               /s/ C. David Allen
         C. David Allen               ------------------------------
         Chief Financial Officer and Secretary


                                                      BankFirst Corporation | 16