EXHIBIT 99(a)

                                 FORM OF PROXY
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                                REVOCABLE PROXY

                         KEYSTONE HERITAGE GROUP, INC.


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                        SPECIAL MEETING OF SHAREHOLDERS

                                January 23, 1998

    THE UNDERSIGNED hereby constitutes and appoints [Names], and either of them,
as lawful attorneys and proxies of the undersigned, with full power of
substitution, to represent and vote, as directed below, all of the shares of
Common Stock of Keystone Heritage Group, Inc. ("KHG") held of record by the
undersigned at the close of business on ________________, 1997, at the Special
Meeting of the Shareholders of KHG to be held on January 23, 1998, at _____ a.m.
at [Place], 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 August 15, 1997, between Fulton Financial Corporation and KHG
        providing, among other things, for the merger of KHG with and into
        Fulton Financial Corporation and for the automatic conversion of each
        share of KHG Common Stock into 1.83 shares of Common Stock of Fulton
        Financial Corporation.

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

    (2) In their discretion as to any other matter properly before the meeting,
        including, without limitation, a motion to adjourn or postpone the
        meeting to another time and place for the purpose of soliciting
        additional proxies in favor of the Merger Agreement or otherwise.

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


    This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted for each of the proposals
listed.  If any other business is presented at the Special Meeting, this proxy
will be voted by those named in this proxy in their best judgment.  At the
present time, the Board of Directors knows of no other business to be presented
at the Special Meeting.

 
    The undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and the Proxy Statement/Prospectus of KHG dated December ____,
1997, and hereby revoke(s) all other proxies heretofore given by the undersigned
in connection with this meeting.


                 Date: 
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                                 Signature


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                                 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.