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):
                                OCTOBER 6, 1999


                          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.

W. M. Feltner, Chairman of the Board of F&M National Corporation,
Winchester, Virginia, together with Don E. Stone, Jr., President
of The State Bank of the Alleghenies, jointly announced today
that their respective Boards of Directors have approved a
definitive agreement for the affiliation of The State Bank of the
Alleghenies with F&M National Corporation.  Through its three
banking offices, The State Bank of the Alleghenies provides a
broad array of financial services to individuals and small to
medium sized businesses in the Alleghany and Bath County area.
At June 30, 1999, State Bank reported total assets of
approximately $155.6 million and total stockholders equity of
approximately $17.1 million.  The transaction, expected to be
completed in the first quarter of 2000, requires the approval of
various regulatory agencies and the shareholders of State Bank
and satisfaction of other standard conditions.

Under the terms of the agreement, F&M would exchange the number
of its shares of common stock whose aggregate market value
determined as of the date of closing equals $18.00, subject to a
maximum of 0.651 and a minimum of 0.554 shares of F&M stock being
exchanged for each share of State Bank stock. The transaction has
an indicated value of approximately $53.3 million and is intended
to qualify as a tax-free exchange and be accounted for as a
pooling of interests. After the transaction, The State Bank of
the Alleghenies will continue to operate as a separate banking
subsidiary of F&M under the name of F&M Bank-Highlands.

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 extend our franchise to
the Alleghany Highlands market area.  The affiliation is a
positive one for both our organizations, as well as our
respective shareholders and customers."

Mr. Stone 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 $2.9 billion, is a multi-bank
holding company headquartered in Winchester, Virginia.  It has
seven bank affiliates in Virginia, one bank affiliate in West
Virginia, and one bank affiliate in Maryland.  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".

Baxter Fentriss and Company is serving as financial advisor to
The State Bank of the Alleghenies 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, President, Vice Chairman and CFO


DATE:  October 7, 1999