F&M BANK CORP
10QSB, 1998-05-15
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
 March 31, 1998


                                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

                                (540) 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 March 31, 1998
Common Stock, par value - $5                         818,654 shares


<PAGE> 1

                                F & M BANK CORP.


                                      INDEX



                                                                      Page

PART I     FINANCIAL INFORMATION                                        2

Item 1.    Financial Statements

           Consolidated Statements of Income - Three Months
           Ended March 31, 1998 and 1997                                2

           Consolidated Balance Sheets - March 31, 1998
           and December 31, 1997                                        3

           Consolidated Statements of Changes in Stockholders'
           Equity - Three Months Ended March 31, 1998 and 1997          4

           Consolidated Statements of Cash Flows - Three
           Months Ended March 31, 1998 and 1997                         5

           Notes to Consolidated Financial Statements                   6

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                8


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                                                  16


<PAGE> 2

Part I      Financial Information
Item 1.     Financial Statements

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

                                                         Three Months Ended
                                                              March 31,
                                                          1998        1997
Interest Income
   Interest and fees on loans                           $  2,838    $ 2,569
   Interest on federal funds sold                             57         20
   Interest on interest bearing deposits                      19          5
   Interest and dividends on investment securities
     Taxable                                                 515        697
     Nontaxable                                                4          7
                                                         -------     ------

   Total Interest Income                                   3,433      3,298
                                                         -------     ------

Interest Expense
   Interest on demand accounts                               123        124
   Interest on savings deposits                              241        251
   Interest on time deposits                                 882        860
                                                         -------     ------

   Total interest on deposits                              1,246      1,235

   Interest on short-term debt                                55         32
   Interest on long-term debt                                339        287
                                                         -------     ------

   Total Interest Expense                                  1,640      1,554
                                                         -------     ------

   Net Interest Income                                     1,793      1,744

Provision for Loan Losses                                     45         45
                                                         -------     ------

   Net Interest Income after Provision for Loan Losses     1,748      1,699
                                                         -------     ------

Noninterest Income
   Service charges                                            95         85
   Other                                                      38         39
   Security gains (losses)                                 1,498        (35)
                                                         -------     ------

   Total Noninterest Income                                1,631         89
                                                         -------     ------

Noninterest Expense
   Salaries                                                  408        374
   Employee benefits                                         110        154
   Occupancy expense                                          44         38
   Equipment expense                                          63         69
   Other                                                     268        217
                                                         -------     ------

   Total Noninterest Expense                                 893        852
                                                         -------     ------

Income before Income Taxes                                 2,486        936

   Income Taxes                                              859        275
                                                         -------     ------

   Net Income                                           $  1,627    $   661
                                                         =======     ======

Per Share Data

   Net Income                                           $  1.99     $   .81
                                                         ======      ======

   Cash Dividends                                       $   .29     $   .22
                                                         ======      ======

   Equivalent Shares Outstanding                        818,654     818,654
                                                        =======     =======


       The accompanying notes are an integral part of these statements.


<PAGE> 3

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

                                                      March 31, December 31,
       ASSETS                                           1998         1997
                                                    ------------ --------


Cash and due from banks                               $  3,843    $  3,574
Federal funds sold                                       4,247       2,255
Interest bearing deposits in banks                         791         827
Securities held to maturity (note 2)                    15,176      17,545
Securities available for sale (note 2)                  23,035      21,171
Other investments                                        1,581       1,612

Loans, net of unearned discount (note 3)               125,717     123,190
   Less allowance for loan losses (note 4)               1,164       1,121
                                                       -------     -------

   Net Loans                                           124,553     122,069

Other real estate                                          453         454
Bank premises and equipment                              1,845       1,883
Interest receivable                                      1,190       1,278
Other assets                                             1,057       1,142
                                                       -------     -------

   Total Assets                                       $177,771    $173,810
                                                       =======     =======

       LIABILITIES

Deposits
   Noninterest bearing demand                         $ 14,860    $ 14,388
   Interest bearing
     Demand                                             19,739      19,650
     Savings deposits                                   27,895      27,024
     Time deposits                                      67,008      65,289
                                                       -------     -------

   Total Deposits                                      129,502     126,351

Short-term debt                                          4,642       5,204
Long-term debt                                          17,320      16,977
Accrued expenses                                         2,803       2,376
                                                       -------     -------

   Total Liabilities                                   154,267     150,908
                                                       -------     -------

     STOCKHOLDERS' EQUITY

Common stock $5 par value, 818,654 shares
   issued and outstanding                                4,093       4,093
Surplus                                                    867         867
Retained earnings                                       16,926      15,536
Unrealized gain on securities available for sale         1,618       2,406

   Total Stockholders' Equity                           23,504      22,902
                                                       -------     -------

   Total Liabilities and Stockholders' Equity         $177,771    $173,810

       The accompanying notes are an integral part of these statements.


<PAGE> 4

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



                                                           Three Months
                                                               Ended
                                                             March 31,
                                                         1998         1997

Balance, beginning of period                           $ 22,902    $ 19,126

Net income for period                                     1,627         661

Net change in unrealized appreciation on
   investment securities available for sale,
   net of taxes                                            (788)       (133)
                                                        -------     -------

Total comprehensive income                                  839         528

Dividends declared                                         (237)       (180)
                                                        -------     -------

Balance, end of period                                 $ 23,504    $ 19,474
                                                        =======     =======


       The accompanying notes are an integral part of these statements.


<PAGE> 5

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

                                                            Three Months
                                                                Ended
                                                               March 31,
                                                          1998        1997
Cash Flows from Operating Activities:
   Net income                                          $  1,627    $    661
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                          55          61
       Amortization of security premiums                     21          24
       Provision for loan losses                             45          45
       Gain on sale of assets                               (10)
       Increase (decrease) in interest receivable            88         (42)
       Decrease in other assets                             104           9
       Increase in accrued expenses                         911         141
       (Gain) loss on security transactions              (1,498)         35
       Losses (income) on limited partnership
         investments                                         31          (3)

       Net adjustments                                     (253)        270
                                                        -------     -------

   Net Cash Provided by Operating Activities              1,374         931
                                                        -------     -------

Cash Flows from Investing Activities:
   Purchase of investments available for sale            (7,403)     (3,784)
   Purchase of investments held to maturity              (1,350)     (2,268)
   Proceeds from sales of investments available 
      for sale                                            2,550       2,189
   Proceeds from maturity of investments available 
      for sale                                            1,853         683
   Proceeds from maturity of investments held to 
      maturity                                            5,061       1,374
   Net increase in loans                                 (2,556)     (4,024)
   Purchase of property and equipment                       (10)        (48)
   Sale of other real estate                                 11
   Change in federal funds sold                          (1,992)      3,307
   Net decrease in interest bearing bank deposits            36         817
                                                        -------     -------

   Net Cash Used in Investing Activities                 (3,800)     (1,754)
                                                        -------     -------

Cash Flows from Financing Activities:
   Net increase in demand and savings deposits            1,432       2,105
   Net increase in the time deposits                      1,719         (95)
   Net decrease in short-term debt                         (562)       (531)
   Cash dividends paid                                     (237)       (180)
   Increase in long-term debt                             3,147
   Repayment of long-term debt                           (2,804)       (802)
                                                        -------     -------

   Net Cash Provided by Financing Activities              2,695         497
                                                        -------     -------

Net Decrease in Cash and Cash Equivalents                   269        (326)

Cash and Cash Equivalents, Beginning of Period            3,574       3,568
                                                        -------     -------

Cash and Cash Equivalents, End of Period               $  3,843    $  3,242
                                                        =======     =======

Supplemental Disclosure:
   Cash paid for:
     Interest expense                                  $  1,636    $  1,560
     Income taxes                                           360          44

       The accompanying notes are an integral part of these statements.


<PAGE> 6

                                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 March 31, 1998 and the results of operations for the
          three month periods ended March 31, 1998 and March 31, 1997. The notes
          included herein should be read in conjunction with the notes to
          financial statements included in the 1997 annual report to
          stockholders of the F & M Bank Corp.


NOTE 2    INVESTMENT SECURITIES:

             The amounts at which investment securities are carried in the
          consolidated balance sheets and their approximate market values at
          March 31, 1998 and December 31, 1997 follows:

                                         1998                  1997
                             --------------------------------------------
                                 Carrying   Market      Carrying   Market
                                   Value     Value        Value     Value

          Securities Held to Maturity

          U. S. Treasury and
            Agency obligations   $  8,470  $  8,501     $  9,283  $  9,314
          State and municipal         405       406          405       405
          Other securities          3,149     3,163        4,147     4,167
          Mortgage-backed
            securities              3,152     3,154        3,710     3,701

            Total                $ 15,176  $ 15,224     $ 17,545  $ 17,587
                                  =======   =======      =======   =======



                                         1998                  1997
                             --------------------------------------------
                                             Fair                   Fair
                                   Cost      Value        Cost      Value

          Securities Available for Sale

          U. S. Treasury and
            Agency obligations   $  6,214  $  6,262     $  3,471  $  3,494
          Equity securities         7,217     9,728        6,634    10,436
          Mortgage-backed
            securities              3,911     3,930        3,088     3,110
          Other securities          3,090     3,115        4,101     4,131
                                  -------   -------      -------   -------

            Total                $ 20,432  $ 23,035     $ 17,294  $ 21,171
                                  =======   =======      =======   =======


<PAGE> 7

                                F & M BANK CORP.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3    LOANS:

             Loans outstanding are summarized as follows:

                                                       March 31, December 31,
                                                         1998       1997

          Real Estate
            Construction                                $  5,060  $  4,708
            Mortgage                                      75,188    73,611
          Commercial and agricultural                     29,655    27,049
          Consumer                                        15,051    16,977
          Credit cards                                       744       818
          Other                                               19        27
                                                         -------   -------

            Total                                       $125,717  $123,190
                                                         =======   =======


NOTE 4    ALLOWANCE FOR LOAN LOSSES:

            A summary of transactions in the allowance for loan losses for the
          three months ended March 31, 1998 and 1997 follows:

                                                          1998      1997

          Balance, beginning of period                  $  1,121  $  1,003
          Provision charged to operating expenses             45        45
          Net (charge-offs) recoveries
            Loan recoveries                                    9        18
            Loan charge-offs                                 (11)      (11)
                                                         -------   -------

            Total Net (Charge-offs ) Recoveries               (2)        7
                                                         -------   -------

            Balance, End of Period                      $  1,164  $  1,055
                                                         =======   =======

          Components of net (charge-offs) recoveries:
            Commercial                                         1         1
            Installment                                       (3)        6
                                                         -------   -------

                                                        $     (2) $      7
                                                         =======   =======


<PAGE> 8


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
quarter of 1998. Annualized growth in total assets increased to 9.12% and
annualized growth in deposits was 9.98%. Net income for the first quarter
increased $966,000 or 146.14% as a result of a $950,000 after tax change in
security gains and losses.

Results of Operations

    The dollar amount of the tax equivalent net interest margin increased
$56,000 or 3.13% in the first quarter of 1998 compared to the first quarter of
1997. An increase in the return on earning assets of seven basis points was
partially offset by a twenty-one basis point increase in the cost of funds. The
increase in the cost of funds can be attributed primarily to prepayment
penalties incurred to refinance a portion of the long-term debt. The increase in
net interest margin income is primarily attributable to an increase in net
earning assets (i.e. volume increases). A schedule of the net interest margin
for the first quarter of 1998 and 1997 is shown on page 13 as Table I.

    Noninterest income increased $1,542,000 in the first three months of 1998.
This increase was the result of the combination of a $1,498,000 gain on
securities transactions in 1998 compared to a $35,000 loss on securities
transactions in 1997. Other noninterest income increased as a result of
increased deposits.

    Noninterest expense increased 4.81% in 1998 compared to 1997. The principal
reason for this was a 23.50% increase in other expenses (primarily legal and
professional, stationary and postage, and data processing). Employee salaries
and benefits declined 1.90% which was due to the Company's use of Trigon stock
received in the demutualization to offset health insurance expenses.

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 March 31, 1998, the market value of all securities available for
sale exceeded their amortized cost by $2,603,000 ($1,618,000 after the
consideration of income taxes). This excess is the result of increases in the
value of equity securities held by the parent. Management has traditionally held
debt securities (regardless of classification) until maturity and thus it does
not expect the minor fluctuation in the value of the securities to have a direct
impact on earnings.


<PAGE> 9


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations (Continued)


    Securities (Continued)

    Investments in securities decreased 1.30% in the first quarter of 1998 as
loan growth has been steady and absorbed most of the growth in deposits. The
Company has invested in relatively short-term maturities due to uncertainty in
the direction of interest rates. This philosophy allows for greater flexibility
in an environment of rapidly changing rates and has served the Company well over
the years. Of the investments in securities available for sale, 42% 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 they have resulted in significant increases in value.

    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. A large percentage of
agricultural loans are made to poultry growers. In the past two years, the
poultry industry has suffered due to high grain prices, excess supplies of all
types of meat and high mortality rates among poults. In addition to direct
agricultural loans, a significant percentage of residential real estate loans
and consumer installment loans are made to borrowers employed in the
agricultural sector of the economy. The Company continues to monitor its past
due loans closely and has not experienced an increase in loan delinquencies as a
result of these economic factors.

    The first three months of 1998 saw continued strong loan demand as loans
grew at an annualized rate of 8.21%. Funding of the new loans was made possible
by increases in demand and time deposits, Overall, management has been quite
pleased with the loan program and believes that loan growth will continue
throughout 1998.

    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. Loans 90 days or more past due totaled $742,000 at March 31,
1998 compared to $825,000 at December 31, 1997. The Company had no nonaccrual or
restructured loans at March 31, 1998.

    Real estate acquired through foreclosure totaled $27,000 at March 31, 1998
and December 31, 1997. All foreclosed property held at March 31, 1998 was in the
Company's primary service area. The Company's practice is to value real estate
acquired through foreclosure at the lower of (i) an independent current
appraisal or market analysis less anticipated costs of disposal, or (ii) the
existing loan balance. The Company is actively marketing all foreclosed real
estate and does not anticipate material write-downs in value before disposition.


<PAGE> 10


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations (Continued)


    Loan Portfolio (Continued)

    An inherent risk in the lending of money is that the borrower will not be
able to repay the loan under the terms of the original agreement. The allowance
for loan losses (see subsequent section) provides for this risk and is reviewed
periodically for adequacy. While lending is geographically diversified within
the service area, the Company does have some concentration of loans in the area
of agriculture (primarily poultry farming) and related industries. Management
recognizes these concentrations and considers them when structuring its loan
portfolio. As of March 31, 1998, management is not aware of any significant
potential problem loans in which the debtor is currently meeting their
obligations as stated in the loan agreement but which may change in future
periods.

    Allowance for Loan Losses

    Management evaluates the loan portfolio in light of national and local
economic trends, changes in the nature and value of the portfolio and industry
standards. Specific factors considered by management in determining the adequacy
of the level of the allowance include internally generated loan review reports,
past due reports, historical loan loss experience and individual borrower's
financial health. This review also considers concentrations of loans in terms of
geography, business type or level of risk. Management evaluates nonperforming
loans relative to their collateral value and makes the appropriate adjustments
to the allowance when needed.

    The provision for credit losses and changes in the allowance for loan losses
are shown in Note 4, Page 7.

   The allowance for credit losses of $1,164,000 at March 31, 1998 was up
$43,000 from its level at December 31, 1997. The allowance was equal to .93% and
 .91% of total loans at March 31, 1998 and December 31, 1997, respectively. The
Company believes that its allowance should be viewed in its entirety and,
therefore, is available for potential credit losses in its entire portfolio,
including loans, credit-related commitments and other financial instruments. In
the opinion of management, the allowance, when taken as a whole, is adequate to
absorb reasonably estimated credit losses inherent in the Company's portfolio.

    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. The Company realized annualized deposit growth of
9.98% in the first quarter of 1998. Growth was mainly in the area of transaction
and time deposits but is not believed to be from any single event or promotion.

    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
Company borrows funds on a fixed rate basis and uses these borrowings to fund
loans on a fixed rate basis with repayments over a fifteen year term. As an
alternative, borrowers may opt for a twenty year repayment term of which the
first ten years have a fixed rate. This program allows the Bank to match the
maturity of its fixed rate real estate portfolio with the maturity of its debt
and thus reduce its exposure to interest rate changes. Additional borrowings
obtained in the first quarter of 1998 totaled $3,147,000 of which $2,147,000 was
for the refinancing of existing debt. Normal repayments (in excess amounts paid
to refinance debt) totaled $656,000.


<PAGE> 11


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations (Continued)


    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 March 31, 1998, the Company's total risk based capital ratio was
19.50%, far above the regulatory minimum of 8.00%. The ratio of total capital to
total assets was 13.22% at March 31, 1998 which exceeds that of the Company's
peers. Earnings have been sufficient to allow an increase in dividends in 1998
over those in 1997. Management anticipates maintaining these capital levels
throughout 1998.

    Liquidity

    Liquidity is the ability to meet present and future financial obligations
through either the sale or maturity of existing assets or the acquisition of
additional funds through liability management. Liquid assets include cash,
interest bearing deposits with banks, federal funds sold, investments and loans
maturing within one year. The Company's ability to obtain deposits and purchase
funds at favorable rates determines its liquidity exposure. As a result of the
Company's management of liquid assets and the ability to generate liquidity
through liability funding, management believes that the Company maintains
overall liquidity sufficient to satisfy its depositors' requirements and meet
its customers' credit needs.

    Additional sources of liquidity available to the Company include, but are
not limited to, deposits obtained through the adjustment of interest rates and
purchases of federal funds. To further meet its liquidity needs, the Company
also maintains lines of credit with correspondent financial institutions. The
Bank also has a line of credit with the Federal Home Loan Bank of Atlanta that
allows for secured borrowings. In the past, growth in deposits and proceeds from
the maturity of investment securities have been sufficient to fund most of the
net increase in loans and investment securities.

    Interest Rate Sensitivity

    In conjunction with maintaining a satisfactory level of liquidity,
management must also control the degree of interest rate risk assumed on the
balance sheet. Managing this risk involves regular monitoring of interest
sensitive assets relative to interest sensitive liabilities over specific time
intervals.

    At March 31, 1998 the Company had a negative gap position. This liability
sensitive position typically produces an unfavorable contribution to earnings
during a period of increasing rates. With the largest amount of interest
sensitive assets and liabilities repricing within five years, the Company
monitors these areas very closely. Early withdrawal of deposits, prepayments of
loans and loan delinquencies are some of the factors that could affect actual
versus expected cash flows. In addition, changes in rates on interest sensitive
assets and liabilities may not be equal, which could result in a change in net
interest margin. While the Company does not match each of its interest sensitive
assets against specific interest sensitive liabilities, it does monitor closely
the maturities of loans, investments and time deposits to limit interest rate
risk and the financial effect of market rate changes.

    A summary of asset and liability repricing opportunities is shown on page 14
as Table II.


<PAGE> 12


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations (Continued)


    Effect of Newly Issued Accounting Standards

    The Company does not believe that any newly issued but as yet unapplied
accounting standards will have a material impact on the Company's financial
position or operations.

    Year 2000 Preparedness

    The Bank has formed a committee to oversee its year 2000 plan
implementation. The Bank has inventoried all personal computers, software and
equipment that could be affected by the year 2000 date change in preparation for
testing its equipment. Correspondence regarding year 2000 preparedness has been
received from some vendors and letters have been sent requesting updated status
reports from these and other vendors. Letters will also be sent to significant
loan customers that appear to have the potential for material impact in the
event of a year 2000 failure.

    Funds have been budgeted to cover anticipated expenses related to consulting
fees, hardware and software replacements. A legal firm has been engaged to
assist in the development of a comprehensive year 2000 plan and for review of
vendor correspondence and major contracts. Management does not anticipate other
events or uncertainties related to the year 2000 that are reasonably likely to
have a material effect on the issuer's liquidity, capital resources or
operations.

    Securities and Exchange Commission Web Site

    The Securities and Exchange Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission, including F & M Bank
Corp., and the address is (http://www.sec.gov).


<PAGE> 13
TABLE I
<TABLE>

                                                    F & M BANK CORP.
                                             NET INTEREST MARGIN ANALYSIS
                                        (ON A FULLY TAXABLE EQUIVALENT BASIS)
                                             (Dollar Amounts in Thousands)

<CAPTION>


                                   Three Months Ended          Three Months Ended
                                     March 31, 1998              March 31, 1997
                                 --------------------           -----------------

                                Average  Income/             Average  Income/
                                Balance  Expense   Rates     Balance  Expense   Rates

<S>                             <C>        <C>        <C>     <C>       <C>        <C>
Rate Related Income
   Loans 1                      $124,429   $ 2,844    9.14    $113,164  $2,572     9.09%
   Federal funds sold              4,188        57    5.44      1,539       20     5.20
   Interest bearing
     deposits                      1,574        19    4.83        399        5     5.01
   Investments
     Taxable 3                    26,327       413    6.27     36,301      586     6.46
     Partially taxable 2,3         7,240       148    8.18      6,852      154     8.99
     Tax exempt 2,3                  405         6    6.18        468        8     6.84
                                   -----    ------   -----     ------    -----   ------

   Total Earning Assets          164,163     3,487    8.50    158,723    3,345     8.43


Interest Expense
   Demand deposits                19,533       123    2.52     20,213      124     2.45
   Savings                        27,521       241    3.50     28,427      251     3.53
   Time deposits                  66,210       882    5.33     64,393      860     5.34
   Short-term debt                 4,223        55    5.21      2,717       32     4.71
   Long-term debt                 17,450       339    7.77     17,819      287     6.44
                                  ------    ------   -----     ------    -----   ------

   Total Interest Bearing
     Liabilities                $134,937     1,640    4.86    $133,569   1,554     4.65
                                 =======    ------   -----     =======   -----   ------

   Net Interest Margin 1                 $   1,847                      $1,791
                                          ========                       =====

   Net Yield on Interest
     Earning Assets                                   4.50%                        4.51%
                                                     =====                        ======





1 Interest income on loans includes loan fees.

2  An incremental income tax rate of 34% was used to calculate the tax
   equivalent income on nontaxable and partially taxable investments.

3  Average balance information is reflective of historical cost and has not been
   adjusted for changes in market value.

</TABLE>


<PAGE> 14
TABLE II

                                F & M BANK CORP.
                          INTEREST SENSITIVITY ANALYSIS
                                 MARCH 31, 1998
                            (In Thousands of Dollars)


                           0 - 3   4 - 12   1 - 5   Over 5     Not
                          Months   Months   Years    Years  Classified   Total

Uses of Funds

   Loans:
     Commercial          $ 22,131  $ 1,593  $ 8,843  $   551  $        $ 33,118
     Installment               58      646   14,336       11             15,051
     Real estate            6,980    9,252   43,896   16,676             76,804
     Credit cards             744                                           744
   Interest bearing
     bank deposits            791                                           791
   Investment securities    2,320    8,489   15,669    2,005  11,309     39,792
   Federal funds sold       4,247                                         4,247
                           ------   ------   ------   ------   -----     ------

   Total                 $ 37,271  $19,980  $82,744  $19,243  $11,309  $170,547

Sources of Funds

   Interest bearing
     deposits            $ 19,739  $        $        $        $        $ 19,739
   Regular savings         27,895                                        27,895
   Certificates of deposit
     $100,000 and over      1,579    2,119    3,092                       6,790
   Other certificates
     of deposit            12,397   22,595   25,226                      60,218
   Short-term borrowings    4,642                                         4,642
   Long-term debt             906    2,293   10,788    3,333             17,320
                           ------   ------   ------   ------   -----     ------

   Total                 $ 67,158  $27,007  $39,106  $ 3,333  $        $136,604


Discrete Gap             $(29,887) $(7,027) $43,638  $15,910  $11,309  $ 33,943

Cumulative Gap            (29,887) (36,914)   6,724   22,634   33,943

Ratio of Cumulative Gap
   to Total Earning Assets (17.52)% (21.64)%   3.94%   13.27%  19.90%




    Table II reflects the earlier of the maturity or repricing dates for various
assets and liabilities at March 31, 1998. In preparing the above table, no
assumptions are made with respect to loan prepayments or deposit runoffs. Loan
principal payments are included in the earliest period in which the loan matures
or can be repriced. Principal payments on installment loans scheduled prior to
maturity are included in the period of maturity or repricing. Proceeds from the
redemption of investments and deposits are included in the period of maturity.


<PAGE> 15


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 -            Not Applicable

Item 5.  Other Information -              Not Applicable

Item 6.  Exhibits and Reports on 8-K

         (a)   Exhibit

                3 i   Articles of Incorporation of F & M Bank Corp. are
                      incorporated by reference to Exhibits to F & M Bank
                      Corp.'s Form S14 filed February 17, 1984.

                3 ii  Bylaws of F & M Bank Corp. are incorporated by
                      reference to Exhibits to F & M Bank Corp.'s Form S14 filed
                      February 17, 1984.

                21    Subsidiaries of the small business issuers are
                      incorporated by reference to Exhibits to F & M Bank
                      Corp.'s 1995 Form 10-KSB filed March 27, 1998.

                27    Financial Data Schedule attached


         (b)   Reports on Form 8-K


                The Corporation did not file any reports on Form 8-K for the
                quarter ending March 31, 1998.


<PAGE> 16



                                  EXHIBIT INDEX



Exhibit
 Index                                                            Page Number

  27       Financial Data Schedule for the quarter ending
           March 31, 1998                                             18






<PAGE> 17



                                 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.



                                 JULIAN D.FISHER
                                 Julian D. Fisher
                                 President and Chief Executive Officer


                                 NEIL W.HAYSLETT
                                 Neil W. Hayslett
                                 Vice President & Chief Financial Officer




Date   May 13, 1998


<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>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<CASH>                                          3,843
<INT-BEARING-DEPOSITS>                            791
<FED-FUNDS-SOLD>                                4,247
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                    23,035
<INVESTMENTS-CARRYING>                         15,176
<INVESTMENTS-MARKET>                           15,224
<LOANS>                                       125,717
<ALLOWANCE>                                    (1,164)
<TOTAL-ASSETS>                                177,771
<DEPOSITS>                                    129,502
<SHORT-TERM>                                    4,642
<LIABILITIES-OTHER>                             2,803
<LONG-TERM>                                    17,320
                               0
                                         0
<COMMON>                                        4,093
<OTHER-SE>                                     19,411
<TOTAL-LIABILITIES-AND-EQUITY>                177,771
<INTEREST-LOAN>                                 2,838
<INTEREST-INVEST>                                 519
<INTEREST-OTHER>                                   76
<INTEREST-TOTAL>                                3,433
<INTEREST-DEPOSIT>                              1,246
<INTEREST-EXPENSE>                              1,640
<INTEREST-INCOME-NET>                           1,793
<LOAN-LOSSES>                                      45
<SECURITIES-GAINS>                              1,498
<EXPENSE-OTHER>                                   893
<INCOME-PRETAX>                                 2,486
<INCOME-PRE-EXTRAORDINARY>                      1,627
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    1,627
<EPS-PRIMARY>                                    1.99
<EPS-DILUTED>                                    1.99
<YIELD-ACTUAL>                                   4.50
<LOANS-NON>                                         0
<LOANS-PAST>                                      742
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                     0
<ALLOWANCE-OPEN>                                1,121
<CHARGE-OFFS>                                      11
<RECOVERIES>                                        9
<ALLOWANCE-CLOSE>                               1,164
<ALLOWANCE-DOMESTIC>                            1,164
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                             0
        


</TABLE>


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