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):
                                 JUNE 1, 1998


                          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.

W.M. Feltner, Chairman of the Board of F&M National Corporation,
Winchester, Virginia, together with Edward Semonian, Chairman of
the Board of The Bank of Alexandria, Alexandria, Virginia,
jointly announced today the completion of the merger of The Bank
of Alexandria into F&M Bank-Northern Virginia.

The plan for the merger provides for an exchange rate of 0.942
shares of F&M common stock for each outstanding share of common
stock of The Bank of Alexandria.

F&M Bank-Northern Virginia, which now operates 27 full-service
banking offices in the City of Fairfax and Fairfax County, has
total assets of approximately $620 million as of April 30, 1998.

Mr. Feltner stated that The Bank of Alexandria is a sound and
respected financial institution with a competent staff. Its
Alexandria location has strong growth potential and offers a new
market area for F&M.

F&M, with assets in excess of $2.69 billion, is a multi-bank
holding company headquartered in Winchester, Virginia.  It
operates seven banking affiliates in Virginia, the largest of
which is F&M Bank-Winchester, one banking affiliate in Maryland,
and one banking affiliate in West Virginia. F&M offers insurance
services through its subsidiaries, F&M/Shomo & Lineweaver and
J.V. Arthur, Inc.. 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.


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 CFO

DATE:  June 1, 1998