UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K
                                CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


               DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                               FEBRUARY 26, 2001


                          F & M NATIONAL CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                   VIRGINIA
                (STATE OR OTHER JURISDICTION OF INCORPORATION)

                                   000-05929
                           (COMMISSION FILE NUMBER)

                                  54-0857462
                             (IRS EMPLOYER NUMBER)

                  9 COURT SQUARE, WINCHESTER, VIRGINIA  22601
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 540-665-4200


                                   NO CHANGE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



                                   FORM 8-K
                          F & M National Corporation
                             Winchester, Virginia

ITEM 5. OTHER EVENTS.

Alfred B. Whitt, President and Chief Executive Officer of F&M National
Corporation ("F&M"), together with W. J. Farinholt, President and Chief
Executive Officer, Atlantic Financial Corp ("AFIC"), announced the
completion of the merger of AFIC into F&M, as of the close of business
on February 23, 2001.  F&M Bank-Atlantic, with its main office located
in Gloucester, Virginia, is AFIC's banking subsidiary and has 15
banking offices. F&M will have 161 banking offices as a result of the
merger.

The plan of merger provides for an exchange rate of 0.753 shares of F&M
common stock for each outstanding share of common stock of AFIC common
stock.

F&M National Corporation is a multi-bank holding company headquartered
in Winchester, Virginia. F&M now operates eleven banking affiliates,
nine in Virginia which are F&M Bank-Winchester, Winchester, F&M Bank-
Massanutten, Harrisonburg, F&M Bank-Richmond, Richmond, F&M Bank-
Central Virginia, Charlottesville, F&M Bank-Southern Virginia, Emporia,
F&M Bank-Peoples, Warrenton, F&M Bank-Northern Virginia, Fairfax, and
F&M Bank-Atlantic, Gloucester, Virginia; F&M Bank-Highlands in
Covington, in West Virginia, F&M Bank-West Virginia, Ranson; and in
Maryland, F&M Bank-Maryland, Bethesda.

F&M offers insurance and financial services through its subsidiaries,
F&M-Shomo & Lineweaver and F&M-J.V. Arthur. F&M also operates F&M Trust
Company. F&M's common stock is listed on the New York Stock Exchange
under the symbol FMN.

F&M and BB&T Corporation (NYSE: BBT) (Website: www.BBandT.com)
announced on January 24, 2001, that they had entered into a merger
agreement providing for the exchange of each share of F&M common stock
for 1.09 shares of BB&T common stock. The merger, which is subject to
the approval of F&M shareholders and banking regulators, is expected to
be completed in the third quarter. Winston-Salem based BB&T
Corporation, with $60.9 billion in assets, operates 889 banking offices
in the Carolinas, Georgia, Virginia, Maryland, West Virginia,
Tennessee, Kentucky, and Washington, D.C. and is the nation's 17th
largest financial holding company.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.     None

Pursuant to the filing requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


F & M NATIONAL CORPORATION


/s/
By: Alfred B. Whitt, President, Vice Chairman and CEO

DATE:  February 27, 2001