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):
                               DECEMBER 12, 1997


                          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)

                 38 ROUSS AVENUE, WINCHESTER, VIRGINIA  22604
          (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.

Wilbur M. Feltner, Chairman of the Board of F&M National
Corporation ("F&M"), Winchester, Virginia, together with Edward
Semonian and Stephen Tees, Chairman of the Board and President,
respectively, of The Bank of Alexandria, jointly announced today
that their respective Boards of Directors have approved a
definitive agreement for the affiliation of The Bank of
Alexandria with F&M.  Through its four banking offices in
Alexandria, Virginia, The Bank of Alexandria provides a broad
array of financial services to individuals and small to medium
sized businesses.  At September 30, 1997, The Bank of Alexandria
reported total assets of $73.9 million and total stockholders
equity of $7.7 million.  The agreement requires the approval of
various regulatory agencies and the shareholders of The Bank of
Alexandria and satisfaction of other standard conditions.

Under the terms of the Agreement, F&M will exchange 0.942 shares
of F&M common stock for each outstanding share of common stock of
The Bank of Alexandria, giving the transaction an indicated value
of approximately $22 million.  The transaction is intended to
qualify as a tax-free exchange and be accounted for as a pooling
of interests.  The Bank of Alexandria also granted F&M an option
to acquire up to 19.9% of its outstanding shares of common stock,
exercisable under certain circumstances.

In announcing the transaction, Mr. Feltner commented, "We are
extremely pleased to have such a quality institution join the F&M
family of community banks and to help us expand and strengthen
our franchise in the growing Northern Virginia market.  The
affiliation is a positive one for both our organizations, as well
as our respective shareholders and customers."

Mr. Semonian added, "The transaction will enhance our already
strong bank.  We will have a larger partner to help us expand the
products and services available to our customers.  F&M has a long
history of permitting its banking affiliates to operate in the
best interests of the communities they serve, while offering to
these communities the advantages that are derived from a much
larger banking organization.  F&M is a people-oriented
organization that enjoys an excellent reputation with their
customers, employees and the communities it serves."

F&M, with assets in excess of $2.5 billion, is a multi-bank
holding company headquartered in Winchester, Virginia.  It has 7
bank affiliates in Virginia, 3 bank affiliates in West Virginia,
and one bank affiliate in Maryland.  F&M's common stock is listed
on the New York Stock Exchange under the symbol "FMN."

Scott & Stringfellow, Inc. is serving as financial advisor to The
Bank of Alexandria for this transaction.


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, Senior Vice President and Secretary


DATE:  December 15, 1997