Exhibit 99.3

                           FB&T FINANCIAL CORPORATION

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints _______________ and ______________,  or
either of them and with full power of substitution,  his or her attorney-in-fact
and proxy,  to represent the  undersigned at the Special Meeting of Shareholders
of FB&T Financial Corporation,  Fairfax,  Virginia ("FB&T"), to be held on March
__, 1996 at 3:00 p.m. at the Main Office of Fairfax  Bank & Trust  Company, 4117
Chain Bridge Road, Fairfax,  Virginia,  and at any adjournment  thereof, and to
vote all shares of stock of FB&T that the undersigned  shall be entitled to vote
at such meeting.  The proxies are  instructed to vote on the matter set forth in
the proxy statement as specified below.

         1. To  approve an  Agreement  and Plan of  Reorganization,  dated as of
November 22, 1995, and a related Plan of Merger (collectively,  the "Agreement")
between FB&T and F&M National  Corporation  ("F&M")  providing for the merger of
FB&T with and into F&M upon the terms and  conditions set forth in the Agreement
as described in the Proxy  Statement/Prospectus  of FB&T and F&M,  dated
February __, 1996.

  FOR   [__]        AGAINST   [__]     ABSTAIN   [__]
                                       (Has the same effect as
                                       a vote Against)

         2.       In their  discretion,  the  Proxies  are  authorized  to vote
upon  such  other  business  as may properly come before the meeting.

         This proxy, when properly signed and dated, will be voted in the manner
directed herein.  If no direction is made, this proxy will be voted FOR proposal
number 1 as specified above.

Dated:________________, 1996

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                                      Please sign exactly as name appears on
                                      the stock certificate. When signing as
                                      attorney, executor, administrator or
                                      trustee, please give full title. This
                                      proxy may be revoked at    any time prior
                                      to its exercise.