EXHIBIT 99(a)

                                 FORM OF PROXY
                                 -------------

                      GLOUCESTER COUNTY BANKSHARES, INC.

                                     PROXY

                        SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON JANUARY 24, 1996

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    
     THE UNDERSIGNED hereby constitutes and appoints __________ and __________
and either of them, as proxies of the undersigned, with full power of
substitution, to represent and vote, as directed below, all of the shares of
GLOUCESTER COUNTY BANKSHARES, INC. common stock held of record by the
undersigned at the close of business on December 11, 1995, at the Special
Meeting of the Shareholders of the Company to be held on January 24, 1996, at
10:30 a.m. at Ron Jaworski's Eagle's Nest Country Club, Woodbury-Glassboro Road,
Deptford, New Jersey, or at any adjournment or postponement thereof, with all of
the powers the undersigned would possess if personally present, as follows:     
    
(1)  PROPOSAL to approve, adopt, ratify and confirm the Merger Agreement, dated
     October 25, 1995, between Fulton Financial Corporation and the Company
     providing, among other things, for the merger of Gloucester County
     Bankshares, Inc. with and into Fulton Financial Corporation and for the
     automatic conversion of each share of the common stock of the Company into
     a specified number of shares of Common Stock of Fulton Financial
     Corporation. Approval of the proposal will also constitute approval of an
     amendment to the Company's 1992 Stock Option Plan, which extends the term
     during which members of the Board of Directors of the Company may hold
     stock options granted to them.     

         [_]  FOR              [_]  AGAINST               [_]  ABSTAIN

         

 
         

    
(2)  In their discretion as to any other matter properly before the meeting

       [_]  FOR                [_]  AGAINST                [_]  ABSTAIN      
    
     Shares represented by this proxy will be voted as directed on the reverse 
side. If no directions are given, shares represented by this proxy will be voted
FOR proposal (1) and in the discretion of the proxy holders as to any other 
matter properly before the meeting.      
    
     The undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement/Prospectus dated December 22, 1995, and
hereby revoke(s) all other proxies heretofore given by the undersigned in
connection with this meeting.      

    
Dated: __________________________, 1996      




                           ----------------------------------------
                                              Signature


                           ----------------------------------------
                                              Signature

                               
                           Please sign exactly as your name appears hereon. If
                           stock is jointly held, each joint owner should sign.
                           If signing for a corporation or a partnership, or as
                           attorney or fiduciary, indicate your full title. If
                           more than one fiduciary is involved, all should sign.