REGISTRATION NO. 333-47981



SECURITIES AND EXCHANGE COMMISSION


POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



F & M NATIONAL CORPORATION
(Exact Name of Issuer as Specified in Charter)

9 COURT SQUARE, WINCHESTER, VA  22601
540-665-4282
(Address, including Zip Code, and Telephone Number, including
Area Code, of Issuer's Principal Executive Offices)


ALFRED B. WHITT
PRESIDENT, VICE CHAIRMAN, AND CHIEF FINANCIAL OFFICER
F & M NATIONAL CORPORATION
9 COURT SQUARE
WINCHESTER, VA  22601
(Name and Address of Agent for Service)




This Amendment is filed to remove from registration under the
Securities Act of 1993, as amended, 353 shares of Registrant's
Common Stock registered under Registration Statement No. 333-
47981.



REMOVAL FROM REGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 is filed to remove from
registration 353 shares of Common Stock of the Registrant which
were offered pursuant an Agreement and Plan of Reorganization,
and related Plan of Merger, for all of the issued shares of
Common Stock of The Bank of Alexandria, Alexandria, Virginia.

This transaction was effected June 1, 1998.  At the effective
date of the transaction, the Registrant issued 708,922 shares of
the 709,275 shares of its Common Stock which had been registered
under Form S-4 as Registration Statement No. 333-47981 on March
13, 1998.




                            SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement No. 333-47981 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Winchester, Commonwealth of Virginia:

F & M NATIONAL CORPORATION


BY  /s/
    ALFRED B. WHITT, PRESIDENT
    AGENT FOR SERVICE

DATE:  AUGUST 18, 1998