EXHIBIT 11
F&M NATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF WEIGHTED AVERAGE SHARES
OUTSTANDING AND EARNINGS PER SHARE - 1996
(in thousands, except per share amounts)

 

Basic EPS:

     Average shares outstanding - 1996                                  16,570

     Restatement related to Fairfax Bank and Trust Company               2,485  (1)

     Restatement related to F&M Bank-Allegiance                          1,354  (1)

     1996 Weighted average shares outstanding                           20,409

     Net income - 1996                                              $   29,298

     Earnings per share, basic - 1996                               $     1.44

Diluted EPS:

     1996 Weighted average shares outstanding                           20,409

          Effect of dilutive shares                                        211

     1996 Weighted average shares outstanding, assuming dilution        20,620

     Net income - 1996                                              $   29,298

     Earnings per share, assuming dilution - 1996                   $     1.42


 (1) On  March  29,  1996,  the  merger  with  FB&T  Financial  Corporation  was
     consummated with 2,517,577 shares of F&M National  Corporation common stock
     being   issued.    The    transaction   was   accounted   for   using   the
     pooling-of-interests   method  of  accounting.   Accordingly,   the  shares
     outstanding  have been  restated  for all  reported  periods to reflect the
     acquisition.

     Additionally,   on  October  1,  1996,  the  merger  with  Allegiance  Banc
     Corporation  was  consummated   with  1,455,628   shares  of  F&M  National
     Corporation  common stock being issued.  The  transaction was accounted for
     using the  pooling-of-interests  method  of  accounting.  Accordingly,  the
     shares  outstanding  have been restated for all reported periods to reflect
     the acquisition.