REGISTRATION NO. 33-57361
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
F & M NATIONAL CORPORATION
(Exact Name of Issuer as Specified in Charter)
38 ROUSS AVENUE, WINCHESTER, VA 22601
703-665-4200
(Address, including Zip Code, and Telephone Number, including
Area Code, of Issuer's Principal Executive Offices)
ALFRED B. WHITT
SENIOR VICE PRESIDENT AND SECRETARY
F & M NATIONAL CORPORATION
38 ROUSS AVENUE
WINCHESTER, VA 22601
(Name and Address of Agent for Service)
This Amendment is filed to remove from registration under the
Securities Act of 1993, as amended, the 72,248 shares of
Registrant's Common Stock registered under Registration Statement
No. 33-57361.
<PAGE>
REMOVAL FROM REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is filed to remove from
registration 72,248 shares of Common Stock of the Registrant
which were offered pursuant an Agreement and Plan of
Reorganization, and related Plan of Share Exchange, for all of
the issued shares of Common Stock of Bank of the Potomac,
Herndon, Virginia.
This transaction was effected April 6, 1995. At the effective
date of the transaction, the Registrant issued 872,187 shares of
the 944,435 shares of its Common Stock which had been registered
under Form S-4 as Registration Statement No. 33-57361 on January
19, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement No. 33-57361 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Winchester, Commonwealth of Virginia:
F & M NATIONAL CORPORATION
BY /s/
ALFRED B. WHITT, SENIOR VICE PRESIDENT AND SECRETARY,
AGENT FOR SERVICE
DATE: JUNE 16, 1995
