F&M BANK CORP
10QSB, 1995-08-10
STATE COMMERCIAL BANKS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                FORM 10-QSB



                 Quarterly report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934


For Quarter Ended                          Commission File Number:  0-13273
   June 30, 1995


                              F & M BANK CORP.

          Virginia                                          54-1280811     
(State or Other Jurisdiction of                          (I.R.S. Employer  
 Incorporation or Organization)                         Identification No.)


                                  Drawer F
                         Timberville, Virginia 22853

                               (703) 896-8941
            (Registrant's Telephone Number, Including Area Code)

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


     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

           Class                              Outstanding at June 30, 1995 
Common Stock, par value - $5                          814,288 shares       

Page

                              F & M BANK CORP.


                                   INDEX
                                                                      Page

PART I    FINANCIAL INFORMATION                                         2

Item 1.   Financial Statements

          Consolidated Statements of Income - Six Months
          Ended June 30, 1995 and 1994                                  2

          Consolidated Statements of Income - Three Months
          Ended June 30, 1995 and 1994                                  3

          Consolidated Balance Sheets - June 30, 1995 and
          December 31, 1994                                             4

          Consolidated Statements of Cash Flows - Six Months
          Ended June 30, 1995 and 1994                                  5

          Consolidated Statements of Changes in Stockholders'
          Equity - Six Months Ended June 30, 1995 and 1994              6

          Notes to Consolidated Financial Statements                    7

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


PART II   OTHER INFORMATION                                            15

Item 1.   Legal Proceedings                                            15

Item 2.   Changes in Securities                                        15

Item 3.   Defaults upon Senior Securities                              15

Item 4.   Submission of Matters to a Vote of Security Holders          15

Item 5.   Other Information                                            15

Item 6.   Exhibit and Reports on Form 8K                               15


          SIGNATURES                                                   19

Page

Part I  Financial Information
Item 1  Financial Statements

                              F & M BANK CORP.
                     CONSOLIDATED STATEMENTS OF INCOME
                         (In Thousands of Dollars)

                                                        Six Months Ended
                                                            June 30,
                                                        1995        1994
Interest Income
  Interest and fees on loans                         $   3,981   $   3,477
  Interest on federal funds sold                            43          44
  Interest on interest bearing deposits                     19          20
  Interest and dividends on investment securities
    Taxable                                              1,207       1,184
    Nontaxable                                              31          81

  Total Interest Income                                  5,281       4,806

Interest Expense
  Interest on demand accounts                              310         328
  Interest on savings deposits                             596         507
  Interest on time deposits                              1,041         864

  Total interest on deposits                             1,947       1,699

  Interest on short-term debt                                5           4
  Interest on long-term debt                               592         520

  Total Interest Expense                                 2,544       2,223

Net Interest Income                                      2,737       2,583

Provision for Loan Losses                                   40          30

Net Interest Income after Provision
  for Loan Losses                                        2,697       2,553

Noninterest Income
  Service charges                                          119         105
  Other                                                     79          55
  Security gains (losses)                                  328         455

  Total Noninterest Income                                 526         615

Noninterest Expense
  Salaries                                                 721         648
  Employee benefits                                        284         256
  Occupancy expense                                         72          68
  Equipment expense                                        100         106
  FDIC insurance                                           111         110
  Other                                                    423         362

  Total Noninterest Expense                              1,711       1,550

Income before Income Taxes                               1,512       1,618
                                                                          
Provision for Income Taxes                                 439         481

Net Income                                           $   1,073   $   1,137

Per Share Data

  Net Income                                         $    1.32   $    1.40

  Cash Dividends                                     $     .40   $     .35

  Equivalent Shares Outstanding                        814,288     814,288


      The accompanying notes are an integral part of these statements.

Page

                             F & M BANK CORP.
                     CONSOLIDATED STATEMENTS OF INCOME
             (In Thousands of Dollars Except Per Share Amounts)

                                                      Three Months Ended
                                                            June 30,
                                                        1995        1994
Interest Income
  Interest and fees on loans                         $   2,054   $   1,778
  Interest on federal funds sold                            37          19
  Interest on time deposits                                 15          15
  Interest and dividends on investment securities
    Taxable                                                624         601
    Nontaxable                                              14          42

  Total Interest Income                                  2,744       2,455

Interest Expense
  Interest on demand deposits                              150         164
  Interest on savings accounts                             295         253
  Interest on time deposits                                590         429

  Total interest on deposits                             1,035         846

  Interest on short-term debt                                2           2
  Interest on long-term debt                               308         289

  Total Interest Expense                                 1,345       1,137

Net Interest Income                                      1,399       1,318

Provision for Loan Losses                                   24          15

Net Interest Income after Provision
  for Loan Losses                                        1,375       1,303

Noninterest Income
  Service charges                                           59          55
  Other                                                     41           7
  Security gains                                           176         479

  Total Noninterest Income                                 276         541

Noninterest Expense
  Salaries                                                 357         327
  Employee benefits                                        144         125
  Occupancy expense                                         40          34
  Equipment expense                                         57          52
  FDIC insurance                                            56          55
  Other                                                    219         198

  Total Noninterest Expense                                873         791

Income before Income Taxes                                 778       1,053

Provision for Income Tax                                   223         330
                                                                          
Net Income                                           $    555   $    723

Per Share Data

  Net Income                                         $    .68   $    .89

  Cash Dividends                                     $    .20   $    .20

  Equivalent Shares Outstanding                        814,288     814,288


      The accompanying notes are an integral part of these statements.
                             
Page

                              F & M BANK CORP.
                        CONSOLIDATED BALANCE SHEETS
                         (In Thousands of Dollars)

                                                     June 30,  December 31,
     ASSETS                                            1995        1994


Cash and due from banks                              $   2,863   $   2,921
Federal funds sold                                       1,980
Interest bearing deposits in banks                         646          58
Securities held to maturity (note 3)                    33,734      34,855
Securities available for sale (note 3)                   8,935       9,137
Other investments                                        1,376       1,766

Loans, net of unearned discount (note 4)                89,428      81,362
  Less reserve for loan losses (note 5)                  (752)       (744)

  Net Loans                                             88,676      80,618

Bank premises and equipment                              1,953       1,560
Interest receivable                                      1,066       1,002
Other assets                                               613         732

  Total Assets                                       $ 141,842   $ 132,649

      LIABILITIES

Deposits
  Noninterest bearing demand                         $  10,044   $  10,299
  Interest bearing
    Demand                                              19,448      21,304
    Savings deposits                                    29,349      29,308
    Time deposits                                       46,489      37,843

  Total Deposits                                       105,330      98,754

Short-term debt                                            467         533
Long-term debt                                          18,795      17,957
Accrued expenses                                         1,067         509

  Total Liabilities                                    125,659     117,753

    STOCKHOLDERS' EQUITY

Common stock $5 par value, 814,288 shares
  issued and outstanding                                 4,071       4,071
Surplus                                                    747         747
Retained earnings                                       10,941      10,194
Unrealized gain (loss) on securities
  available for sale                                       424       (116)

  Total Stockholders' Equity                            16,183      14,896

  Total Liabilities and Stockholders' Equity         $ 141,842   $ 132,649


      The accompanying notes are an integral part of these statements.
                             
Page

                              F & M BANK CORP.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands of Dollars)

                                                        Six Months Ended
                                                            June 30,
                                                        1995        1994

Cash Flows from Operating Activities:
  Net income                                         $   1,073   $   1,137
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                          86          94
      Amortization of security premiums                     74         101
      Gain on security transactions                       (328)       (455)
      Provision for loan losses                             40          30
      Increase in interest receivable                      (64)        (45)
      Decrease in other assets                             119          52
      Increase in accrued expenses                         298         199

  Total Adjustments                                        225         (24)

  Net Cash Provided by Operating Activities              1,298       1,113

Cash Flows from Investing Activities:
  Proceeds from sales of investments
    available for sale                                   1,578         729
  Proceeds from maturity of investments
    available for sale                                   2,392       1,134
  Proceeds from maturity of investments
    held to maturity                                     8,185       6,564
  Purchase of investments available for sale              (819)       (901)
  Purchase of investments held to maturity              (9,157)     (8,503)
  Net increase in federal funds sold                    (1,980)
  Net increase in loans                                 (8,098)     (4,705)
  Purchase of property and equipment                      (479)       (223)

  Net Cash Used in Investing Activities                 (8,378)     (5,905)

Cash Flows from Financing Activities:
  Net increase (decrease) in deposits                    6,576        (340)
  Net decrease in short-term borrowings                    (66)       (455)
  Additions to long-term borrowings                      2,000       6,000
  Repayment of long-term borrowings                     (1,162)       (644)
  Payment of dividends                                    (326)       (285)

  Net Cash Provided by Financing Activities              7,022       4,276

Net Decrease in Cash and Cash Equivalents                  (58)       (516)

Cash and Cash Equivalents at Beginning of Period         2,921       2,745

Cash and Cash Equivalents at End of Period           $   2,863   $   2,229

Supplemental Disclosure
  Cash paid for:
    Interest expense                                 $   2,630   $   2,361
    Income taxes                                           395         318


      The accompanying notes are an integral part of these statements.
                             
Page

                              F & M BANK CORP.
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                         (In Thousands of Dollars)

                                                        Six Months Ended
                                                            June 30,
                                                        1995        1994

Balance, beginning of period                         $  14,896   $  13,634

Net income                                               1,073       1,137
Dividends declared                                        (326)       (285)
Cumulative effect of change in accounting for
  securities available for sale (note 2)                               757
Change in unrealized gain (loss) on securities
  available for sale                                       540        (451)

Balance, end of period                               $  16,183   $  14,792


      The accompanying notes are an integral part of these statements.
                             
Page

                              F & M BANK CORP.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1    ACCOUNTING PRINCIPLES:

              The consolidated financial statements conform to generally
          accepted accounting principles and to general industry practices. 
          In the opinion of management, the accompanying unaudited
          consolidated financial statements contain all adjustments
          (consisting of only normal recurring accruals) necessary to
          present fairly the financial position as of June 30, 1995 and the
          results of operations for the six month periods ended June 30,
          1995 and June 30, 1994.  The notes included herein should be read
          in conjunction with the notes to financial statements included in
          the 1994 annual report to stockholders of the F & M Bank Corp.


NOTE 2    CHANGE IN ACCOUNTING PRINCIPLE:

              Effective January 1, 1994, the Company adopted Statement of
          Financial Accounting Standard No. 115, "Accounting For Certain
          Investments in Debt and Equity Securities."  The statement
          requires that all investments in securities be classified as
          either trading, available for sale or held to maturity.  The
          Company only invests in securities that are available for sale or
          held to maturity.  Those that are classified as available for
          sale are carried on the balance sheet at their fair market value
          and the unrecognized gain or loss is reflected as a component of
          stockholders' equity.  Such gains and losses are excluded from
          earnings until realized.  Those investments that are classified
          as held to maturity are carried on the balance sheet at cost and
          the gains or losses are recognized as income only when realized. 
          The adoption of this statement increased total stockholders'
          equity by $757,000 as of January 1, 1994.


NOTE 3    INVESTMENT SECURITIES:

              The amounts at which investment securities are carried in the
          consolidated balance sheets and their approximate market values
          at June 30, 1995 and December 31, 1994 follows:

                                         1995                  1994
                                  Carrying   Market     Carrying   Market
                                    Value     Value       Value     Value

          Securities Held to Maturity

          U. S. Treasury and
            Agency obligations    $ 27,711  $ 27,176    $ 28,529  $ 27,318
          State and municipal          905       903       1,314     1,304
          Other securities           5,118     5,211       5,012     5,010

            Total                 $ 33,734  $ 33,290    $ 34,855  $ 33,632


Page

                              F & M BANK CORP.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3   INVESTMENT SECURITIES (CONTINUED):

                                         1995                  1994
                                   Market                Market
                                    Value     Cost        Value     Cost

          Securities Available for Sale

          U. S. Treasury and
            Agency obligations    $  2,756  $  2,771    $  3,089  $  3,281
          Equity securities          6,179     5,480       6,048     6,035

            Total                 $  8,935  $  8,251    $  9,137  $  9,316


NOTE 4    LOANS:

              Loans outstanding are summarized as follows:

                                                     June 30,  December 31,
                                                       1995        1994

          Real Estate
            Construction                             $   3,380   $   2,123
            Mortgage                                    51,944      49,564
          Commercial and agricultural                   24,022      20,474
          Installment                                    9,339       8,427
          Credit cards                                     690         753
          Other                                             53          21

            Total                                    $  89,428   $  81,362


NOTE 5    ALLOWANCE FOR LOAN LOSSES:

              A summary of transactions in the allowance for loan losses
          for the six months ended June 30, 1995 and 1994 follows:

                                                        1995         1994

          Balance, beginning of period               $     744   $     700
          Provisions charged to operating expenses          40          30
          Loan recoveries                                    3          27
          Loan charge-offs                                 (35)        (26)

            Balance, End of Period                   $     752   $     731
                             
Page

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

Overview

    The financial condition of F & M Bank Corp. remained strong in the
first six months of 1995.  Annualized growth in total assets was 13.86% and
annualized growth in deposits was 13.32%.  The increase in capital of 8.64%
for the first six months was the result of retained operating income and a
significant increase in the unrealized gain on securities available for
sale.  This increase was due to gains on equities held by the parent
company and a recovery in the market value of fixed rate investments due to
lower overall market rates.

Results of Operations

    Year to Date

    The dollar amount of the tax equivalent, net interest margin increased
5.27% in the first six months of 1995 compared to the first six months of
1994.  An increase in the return on earning assets (.39%) was effectively
offset by an increase in the cost of funds (.53%).  The increase in net
interest margin income is attributable to an increase in net earning assets
(i.e., volume increases) of 4.17%.  A schedule of the net interest margin
for 1995 and 1994 is shown on page 13 as Table I.

    Noninterest income decreased in the first six months of 1995 compared
to the first six months of 1994 due to declines in security gains of
$328,000 in 1995 compared to $455,000 in 1994.  Service charges on deposits
increased in 1995 due to an increase in the deposit base and other
noninterest income increased due to better results in the area of life and
title insurance operations.

    Noninterest expenses increased 10.39% in 1995 compared to 1994. 
Noninterest expenses included an increase in salaries and employee benefits
of 11.17% and an increase in other noninterest expense of 16.85%.  In the
first quarter of 1995, the Company opened a new branch office in
Bridgewater, Virginia and the start up expenses involved in this effort
accounted for a substantial portion of the increase in salaries, employee
benefits and noninterest expenses.  In addition, the Company installed new
computer software to process all its banking applications in the second
quarter of the year and this contributed to the increase in noninterest
expense.  Management believes the overall increase in noninterest expense
to be in line with asset growth and 1995 expectations.  With the FDIC
insurance fund fully funded as of June 30, 1995, the Company believes that
declines in the cost of insurance should reduce future operating expenses
by $175,000 to $185,000 per year (based on the current level of deposits). 
This reduction will be a key component in maintaining nonoperating expenses
at acceptable levels.

    Quarter Ending June 30, 1995

    Second quarter operations saw net income decline by 23.24% due to
significant declines in the amount of gains on the sale of securities. 
Income from operations before security gains rose 3.74% due to an increase
in earning assets and an increase in the net interest margin.  An increase
in the provision for loan losses was necessary as a result of an increasing
loan portfolio and the desire to keep the reserve to loans ratio relatively
stable.  Other noninterest income reflects substantial income improvements
by the life insurance operations and higher service charges as a result of
deposit growth.  Other noninterest expenses increased by 10.37% due mainly
to expenses relating to the start up of the branch operations at
Bridgewater, Virginia which commenced in April.  As cited earlier, the Bank
expects future reductions in the FDIC insurance rate to translate into
quarterly savings of $40,000 - $45,000.  This savings should help keep
noninterest expenses in line with past amounts and contribute to future
profitability.
 
Page

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

Financial Condition

    Securities

    The Company's securities portfolio is held to assist the Company in
liquidity and asset liability management.  The securities portfolio
consists of investment securities (commonly referred to as "securities held
to maturity") and securities available for sale.  Securities are classified
as investment securities when management has the intent and ability to hold
the securities to maturity.  Investment securities are carried at amortized
cost.  Securities available for sale include securities that may be sold in
response to general market fluctuations, general liquidity needs and other
similar factors.  Securities available for sale are recorded at market
value.  Unrealized holding gains and losses of available for sale
securities are excluded from earnings and reported (net of deferred income
taxes) as a separate component of shareholders' equity.  As of June 30,
1995, the market value of all securities available for sale exceeded their
amortized cost by $684,000 ($424,000 after the consideration of income
taxes).  This excess is the result of increases in the value of equity
securities held by the parent which have shown substantial appreciation in
the first six months of 1995.  Management has traditionally held debt
securities (regardless of classification) until maturity and thus it does
not expect the minor fluctuations in the value of the securities to have a
direct impact on earnings.

    Investments in debt securities declined in the first six months of 1995
as loan demand was very strong and maturities were used to fund this loan
demand.  The Company has invested in relatively short-term maturities in
anticipation of rising rates in 1994 and 1995.  This philosophy allows for
greater flexibility in an environment of rapidly changing rates and has
served the Company well over the years.  The Company's available for sale
securities benefitted from increases in the stock market and increases in
the fixed rate investment market.  The result was an after tax increase in
the unrealized gain on these securities of $540,000 for the first six
months.  Of the investments in securities available for sale, 61% are
invested in equities which are dividend producing and subject to the
dividend exclusion for taxation purposes.  The Company believes these
investments render adequate current returns and have the potential for
future increases in value.

    New investments in debt securities within the quarter continue to be in
maturities of short to intermediate terms in an effort to better match
interest rate sensitivity.  At June 30, 1995, the Company had 32% of its
interest bearing investment in maturities of one year or less and 68% in
maturities exceeding one year.  As of June 30, 1995, investments of all
types comprised 32% of total assets compared to 35% of total assets at
December 31, 1994.

    Loan Portfolio

    The Company operates in an agriculturally dominated area which includes
the counties of Rockingham, Page and Shenandoah in the western portion of
Virginia.  The Company does not make a significant number of loans to
borrowers outside its primary service area.  The Company is very active in
local residential construction mortgages.  The commercial lending includes
small and medium sized businesses within its service area.

    The principal economic risk associated with the loan portfolio is the
ability of its borrowers to repay.  The risk associated with real estate
and installment notes to individuals is based upon employment, the local
and national economics and consumer confidence.  All of these affect the
ability of borrowers to repay indebtedness.  The risk associated with
commercial lending is based on the strength of the local and national
economies.
          
Page

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

    Loan Portfolio (Continued)

    The first six months saw an unusually strong loan demand as loans grew
at an annualized rate of 19.83%.  The Bank has made a conscious effort to
increase lending locally as loans represent the best return available in
the present investment market.  Funding of the new loans was made possible
by a decline in investment securities, retained income from operations,
increases in deposits and increased long term debt outstanding.  Overall,
management has been quite pleased with the loan program and believes that
loan growth will continue into 1995 but at a slower pace than the first
half of 1995.

    Nonperforming loans include nonaccrual loans, loans 90 days or more
past due and restructured loans.  Nonaccrual loans are loans on which
interest accruals have been suspended or discontinued permanently. 
Restructured loans are loans which have changed the original interest rate
or repayment terms due to financial hardship.  The loans on nonaccrual
status consist of real estate mortgages and commercial loans.  The Company
had no nonaccrual loans at June 30, 1995.

    Allowance for Loan Losses

    Management evaluates the loan portfolio in light of national and local
economic changes, changes in the nature and value of the portfolio and
industry standards.  The Company's loan classification system, which rates
existing loans, provides the basis for adjusting the allowance for loan
loss.  Management reviews these classification totals, along with
internally generated loan review reports, past due reports, historical loan
loss experience and individual borrower's financial health to determine the
necessary amount to be provided in the allowance for loan losses. 
Management evaluates nonperforming loans relative to their collateral value
and makes the appropriate adjustments to the loan portfolio when needed. 
Management believes, based on its review, that the Company has an adequate
allowance to absorb any losses in the loan portfolio.

    The gross amount of charge-offs for six months ended June 30, 1995, was
$35,000 compared to $26,000 for the six months ended June 30, 1994.  The
allowance for loan losses was $752,000 at June 30, 1995 representing .84%
of period ending loans outstanding.  The provision for loan losses for the
six months ended June 30, 1995 was $40,000 compared to $30,000 for the same
period in 1994.  The increased provision reflects a lower rate of
recoveries in 1995 and an increasing level of loans outstanding.

    Deposits and Long Term Debt

    The Company's main source of funds is customer deposits received from
individuals, governmental entities and businesses located within the
Company's service area.  Deposit accounts include demand deposits, savings,
money market and certificates of deposit.

    Deposit growth was negligible in the first quarter of 1995 but improved
substantially in the second quarter of this year.  The Bridgewater branch
was opened in April of this year and in conjunction with this opening the
Bank had a very successful new deposit campaign.  The majority of the
deposit increases have been time deposits as the Bank was desirous of
attracting deposits with longer maturities.

    Borrowings from the Federal Home Loan Bank of Atlanta (FHLB) continue
to be an important mechanism in funding real estate loan growth in the
area.  The Bank borrows funds on a fixed rate basis and uses these
borrowings to fund loans on a fixed rate basis with repayments over a
fifteen to twenty year term.  The program allows the Bank to match the
maturity of its fixed rate real estate portfolio with the maturity of its
debt and thus reduce exposure to interest rate changes.
                                                       
Page
                             
Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operations

    Capital

    The Company seeks to maintain a strong capital base to expand
facilities, promote public confidence, support current operations and grow
at a manageable level.  As of June 30, 1995, the Company's total risk based
capital ratio was 18.75%, far above the regulatory minimum of 8.00%.  The
ratio of total capital to total assets was 11.41% at June 30, 1995 which
exceeds that of the Company's peers.  Earnings have been satisfactory to
allow an increase in dividends in 1995 over those levels experienced in
1994 and management has no reason to believe this increased level of
dividends will not continue.

    Liquidity

    Liquidity is the ability to meet present and future obligations through
the management of maturing assets or use of additional liabilities. 
Federal funds sold, loans and investments maturing within one year are the
primary source of liquid assets.  Management feels its ability to manage
assets and liabilities will maintain the overall liquidity sufficient to
meet customers' needs on a continuing basis.

    As a secondary source of funds, the Company's subsidiary bank maintains
lines of credit with correspondent financial institutions that allows it to
borrow funds on an overnight basis.  In the past, these lines have been
utilized sparingly as bank deposits have been more than sufficient to fund
loan demands.  The Company does not foresee any change in this philosophy
in the near future.

    Interest Rate Sensitivity

    Management of liquidity involves controlling the degree of interest
rate risk the Company is willing to accept.  Interest rate risk is the risk
that interest sensitive liabilities will reprice at a faster rate than
interest sensitive assets.  The Company estimates that the point at which
its cumulative repricing opportunities for assets and liabilities are equal
is about five years.

    A summary of asset and liability repricing opportunities is shown on
page 13 as Table II.

Page
EXHIBIT I
<TABLE>
                                 
                                           F & M BANK CORP.
                                    NET INTEREST MARGIN ANALYSIS
                                    (Dollar Amounts in Thousands)

<CAPTION>
                                     Six Months Ended                    Six Months Ended
                                      June 30, 1995                       June 30, 1994

                               Average    Income/       Rates      Average   Income/        Rates
                               Balance    Expense                  Balance   Expense
<S>                           <C>         <C>           <C>        <C>        <C>            <C>      
Rate Related Income
  Loans 1                     $ 85,252    $  3,987      9.35%     $ 75,121   $  3,483       9.27%
  Federal funds sold             1,461          43      5.89%        2,591         44       3.40%
  Bank deposits                    582          19      6.53%          978         20       4.09%
  Investments
    Taxable                     35,541         998      5.62%       38,068      1,002       5.26%
    Partially taxable 1          6,869         294      8.56%        6,103        260       8.52%
    Tax exempt 1                 1,227          41      6.68%        2,825        110       7.79%

  Total Earning Assets         130,932       5,382      8.22%      125,686      4,919       7.83%

Interest Expense
  Demand deposits               20,423         310      3.04%       21,852        328       3.00%
  Savings                       28,782         596      4.14%       30,151        507       3.36%
  Time deposits                 41,683       1,041      4.99%       39,410        864       4.38%
  Short-term debt                  238           5      4.20%          291          4       2.75%
  Long-term debt                18,436         592      6.42%       16,445        520       6.32%

  Total Interest Bearing
    Liabilities                109,562       2,544      4.64%      108,149      2,223       4.11%

  Net Interest Margin 1                   $  2,838                           $  2,696

  Net Yield on Interest
    Earning Assets 1                                    4.34%                               4.29%


1 On a taxable equivalent basis assuming a 34% tax rate.
</TABLE>

Page
TABLE I (Continued)
<TABLE>
                       
                                          F & M BANK CORP.
                                    NET INTEREST MARGIN ANALYSIS
                                    (Dollar Amounts in Thousands)

<CAPTION>
                                    Three Months Ended                  Three Months Ended
                                      June 30, 1995                       June 30, 1994

                               Average    Income/       Rates      Average   Income/        Rates
                               Balance    Expense                  Balance   Expense
<S>                           <C>         <C>           <C>       <C>        <C>            <C>       
Rate Related Income
  Loans 1                     $ 87,359    $  2,057      9.42%     $ 76,143   $  1,781       9.36%
  Federal funds sold             2,502          37      5.92%        2,028         19       3.75%
  Bank deposits                    945          15      6.35%        1,593         15       3.77%
  Investments
    Taxable                     34,836         515      5.91%       39,164        520       5.31%
    Partially taxable 1          6,912         155      8.97%        6,208        118       7.60%
    Tax exempt 1                 1,158          19      6.56%        2,730         57       8.35%

  Total Earning Assets         133,712       2,798      8.37%      127,866      2,510       7.85%

Interest Expense
  Demand deposits               19,740         150      3.04%       21,819        164       3.01%
  Savings                       28,345         295      4.16%       30,023        253       3.37%
  Time deposits                 44,776         590      5.27%       39,303        429       4.37%
  Short-term debt                  201           2      3.98%          278          2       2.88%
  Long-term debt                18,927         308      6.51%       18,244        289       6.34%

  Total Interest Bearing
    Liabilities                111,989       1,345      4.80%      109,667      1,137       4.15%

  Net Interest Margin 1                   $  1,453                           $  1,373

  Net Yield on Interest
    Earning Assets 1                                    4.35%                               4.30%


1 On a taxable equivalent basis assuming a 34% tax rate.
</TABLE>

Page
TABLE II
<TABLE>
                                  
                                           F & M BANK CORP.
                                    INTEREST SENSITIVITY ANALYSIS
                                            JUNE 30, 1995
                                      (In Thousands of Dollars)

<CAPTION>
                         0 - 3      4 - 12     1 - 5      5 -10     Over 10      Not
                         Months     Months     Years      Years      Years    Classified   Total
<S>                     <C>        <C>        <C>        <C>        <C>        <C>        <C>                       
Uses of Funds

  Loans:
    Commercial          $ 14,252   $  2,038   $  6,854   $    547   $    340   $          $ 24,031
    Installment               38        632      8,592         77                            9,339
    Real estate            5,360      5,891     26,564      7,535     10,018                55,368
    Credit cards             690                                                               690
  Interest bearing
    bank deposits            646                                                               646
  Investment securities    4,530      7,227     19,152      3,714      1,867      7,555     44,045
  Federal funds sold       1,980                                                             1,980

  Total                   27,496     15,788     61,162     11,873     12,225      7,555    136,099

Sources of Funds

  Interest bearing
    deposits              19,448                                                            19,448
  Regular savings         29,349                                                            29,349
  Certificates of deposit
    $100,000 and over        150      1,713      2,371                                       4,234
  Other certificates
    of deposit             5,885     18,032     18,004        334                           42,255
  Short-term borrowings      467                                                               467
  Long-term debt             510      2,151     10,391      5,743                           18,795

  Total                   55,809     21,896     30,766      6,077                          114,548


Discrete Gap             (28,313)    (6,108)    30,396      5,796     12,225      7,555     21,551

Cumulative Gap           (28,313)   (34,421)    (4,025)     1,771     13,996     21,551     21,551


Ratio of Cumulative  
  Assets to Cumulative  
  Liabilities              49.27%     55.70%     96.29%    101.55%    112.22%    118.81%
</TABLE>

Page
                                           
Part II  Other Information

Item 1.  Legal Proceedings -                 Not Applicable

Item 2.  Changes in Securities -             Not Applicable

Item 3.  Defaults Upon Senior Securities -   Not Applicable

Item 4.  Submission of Matters to a Vote  
         of Security Holders -               On April 8, 1995, the
                                             stockholders held their annual
                                             meeting.  The following item
                                             was approved by the
                                             shareholders by the required
                                             majority:

                                             1)  Election of the Board of
                                                 Directors as proposed in
                                                 the proxy material without
                                                 any additions or
                                                 exceptions.

Item 5.  Other Information -                 Not Applicable

Item 6.  Exhibits and Reports on 8-K -       (a) Exhibits

                                                 Exhibit 27 Financial Data
                                                 Schedule for the quarter
                                                 ending June 30, 1995.

                                             (b) Reports on Form 8-K filed
                                                 during the six months
                                                 ended June 30, 1995.

                                                 None

Page

                               EXHIBIT INDEX



Exhibit
 Index                                                          Page Number

  27  Financial Data Schedule for the quarter ending June 30, 1995   17

Page

                                 Signature

   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.

                     F & M BANK CORP.



                     DAN B. TODD
                     Dan B. Todd
                     Chairman of the Board and Principal Financial Officer


                     RALPH C. FOLTZ, JR.
                     Ralph C. Foltz, Jr.
                     Controller and Chief Accounting Officer


Date   August 10, 1995


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from F&M Bank
Corp. Form 10QSB and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       2,863
<INT-BEARING-DEPOSITS>                       646
<FED-FUNDS-SOLD>                             1,980
<TRADING-ASSETS>                             0
<INVESTMENTS-HELD-FOR-SALE>                  8,935
<INVESTMENTS-CARRYING>                       35,110
<INVESTMENTS-MARKET>                         34,666
<LOANS>                                      89,428
<ALLOWANCE>                                  (752)
<TOTAL-ASSETS>                               141,842
<DEPOSITS>                                   105,330
<SHORT-TERM>                                 467
<LIABILITIES-OTHER>                          1,067
<LONG-TERM>                                  18,795
<COMMON>                                     4,071
                        0
                                  0
<OTHER-SE>                                   12,112
<TOTAL-LIABILITIES-AND-EQUITY>               141,842
<INTEREST-LOAN>                              3,981
<INTEREST-INVEST>                            1,238
<INTEREST-OTHER>                             62
<INTEREST-TOTAL>                             5,281
<INTEREST-DEPOSIT>                           1,947
<INTEREST-EXPENSE>                           2,544
<INTEREST-INCOME-NET>                        2,737
<LOAN-LOSSES>                                40
<SECURITIES-GAINS>                           328
<EXPENSE-OTHER>                              1,711
<INCOME-PRETAX>                              1,512
<INCOME-PRE-EXTRAORDINARY>                   1,073
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                                 1,073
<EPS-PRIMARY>                                1.32
<EPS-DILUTED>                                1.32
<YIELD-ACTUAL>                               4.34
<LOANS-NON>                                  0
<LOANS-PAST>                                 415
<LOANS-TROUBLED>                             0
<LOANS-PROBLEM>                              0
<ALLOWANCE-OPEN>                             744
<CHARGE-OFFS>                                35
<RECOVERIES>                                 3
<ALLOWANCE-CLOSE>                            752
<ALLOWANCE-DOMESTIC>                         752
<ALLOWANCE-FOREIGN>                          0
<ALLOWANCE-UNALLOCATED>                      0
        

</TABLE>


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