SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NEW YORK STOCK EXCHANGE
Filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 Thereunder
F&M NATIONAL CORPORATION
(Exact name of issuer as specified in charter)
38 ROUSS AVENUE, WINCHESTER, VIRGINIA 22601
(Address of principal executive offices)
Issuer's Telephone Number, including Area Code: 703-665-4200
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the
number of shares outstanding:
1. Title of Security: COMMON STOCK
2. Number of shares outstanding before the change: 15,690,795
3. Number of shares outstanding after the change: 16,562,982
4. Effective date of change: APRIL 6, 1995
5. Method of Change: (Specify method, such as merger,
acquisition, exchange, distribution, stock split, reverse
split, acquisition of stock for treasury, etc.):
Share exchange.
5. Give brief description of transaction:
Shares of F&M National Corporation ("F&M") common stock
issued to shareholders of Bank of the Potomac, Herndon,
Virginia, ("Potomac") as a result of the share exchange were
registered pursuant to a Registration Statement on Form S-4
(File No. 33-57361) filed by F&M with the Securities and
Exchange Commission on January 19, 1995. The Agreement and
Plan of Reorganization and Plan of Share Exchange
(collectively, the "Affiliation Agreement") provides for a
share exchange with Potomac shareholders at 2.5168 shares of
F&M common stock for each share of Potomac common stock.<PAGE>
The Affiliation Agreement with Potomac will be completed by
the issuance of 872,187 shares of F&M common stock to
shareholders of Potomac to effect the share exchange.
II. CHANGE IN NAME OF ISSUER
NOT APPLICABLE
F&M NATIONAL CORPORATION
/s/
BY: ALFRED B. WHITT
Senior Vice President and Secretary
Date: April 12, 1995
