EXHIBIT 99


                          ALLEGIANCE BANC 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 Allegiance Banc Corporation ("Allegiance"), to be held on September __, 1996
at _____ p.m. at the Main Office of Allegiance Bank, N.A., 4719 Hampden Lane,
Bethesda, Maryland and at any adjournment thereof, and to vote all shares of
stock of Allegiance 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
April 22, 1996, and a related Plan of Merger (collectively, the "Agreement")
between Allegiance and F&M National Corporation ("F&M") providing for the merger
of Allegiance with and into F&M upon the terms and conditions set forth in the
Agreement as described in the Proxy Statement/Prospectus of Allegiance and F&M,
dated August __, 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.