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: 540-665-4200
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: 16,577,772
3. Number of shares outstanding after the change: 19,095,859
4. Effective date of change: MARCH 29, 1996
5. Method of Change: (Specify method, such as merger,
acquisition, exchange, distribution, stock split, reverse
split, acquisition of stock for treasury, etc.):
Merger
5. Give brief description of transaction:
Shares of F&M National Corporation ("F&M") common stock
issued to shareholders of FB&T Financial Corporation,
Fairfax, Virginia, ("FB&T") as a result of the merger were
registered pursuant to a Registration Statement on Form S-4
(File No. 333-363) filed by F&M with the Securities and
Exchange Commission on January 22, 1996. The Agreement and
Plan of Reorganization and Plan of Merger (collectively, the
"Merger Agreement") provides for a merger of FB&T with and
into F&M and the exchange of 1.983 shares of F&M common
stock for each share of FB&T common stock.<PAGE>
The Merger Agreement with FB&T will be completed by the
issuance of 2,518,087 shares of F&M common stock to
shareholders of FB&T to effect the merger.
II. CHANGE IN NAME OF ISSUER
NOT APPLICABLE
F&M NATIONAL CORPORATION
/s/
BY: ALFRED B. WHITT
Senior Vice President and Secretary
Date: APRIL 3, 1996
