REGISTRATION NO. 2-77374
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
F&M NATIONAL CORPORATION
(Exact Name of Issuer as Specified in Charter)
9 COURT SQUARE, WINCHESTER, VA 22601
540/665-4282
(Address, including Zip Code, and Telephone Number, including
Area Code, of Issuer's Principal Executive Offices)
ALFRED B. WHITT
PRESIDENT, VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER
F&M NATIONAL CORPORATION
9 COURT SQUARE
WINCHESTER, VA 22601
(Name and Address of Agent for Service)
This Amendment is filed to remove from registration under the
Securities Act of 1933, as amended, 195,589 shares of
Registrant's Common Stock registered under Registration Statement
No. 2-77374.
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REMOVAL FROM REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 is filed to remove from
registration of 195,589 shares of Common Stock of the Registrant
which were offered pursuant the 1982 F&M National Corporation
Incentive and Non-qualified Stock Option Plan.
At the effective date of this transaction, the Registrant had
issued 180,158 shares of the 375,747 shares of its Common Stock
which had been registered under Form S-8 as Registration
Statement No. 2-77374 on April 26, 1982.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to
Registration Statement No. 2-77374 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, PRESIDENT, VICE CHAIRMAN and CHIEF FINANCIAL
OFFICER, AGENT FOR SERVICE
DATE: July 7, 1998
