EXHIBIT 99(c)
                         Keystone Heritage Group, Inc.
                               555 Willow Street
                               Lebanon, PA 17046
    
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          To be Held February 17, 1998      

To the Shareholders of
Keystone Heritage Group, Inc.:
    
    NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Keystone
Heritage Group, Inc. ("KHG") will be held at Quality Inn Lebanon Valley, 625
Quentin Road, Lebanon, Pennsylvania, on February 17, 1998, at 2:00 p.m. local
time, for the following purposes:      

          (1)  To consider and vote upon a proposal to approve the merger (the
    "Merger") of KHG and Fulton Financial Corporation ("FFC"), in accordance
    with the terms of the Merger Agreement dated August 15, 1997, between KHG
    and FFC (a copy of which, without exhibits or schedules, is attached to the
    accompanying Proxy Statement/Prospectus as Exhibit A).  In the Merger, each
    of the outstanding shares of Common Stock of KHG, par value $5.00 per share
    (the "Shares"), will automatically be converted into the right to receive
    1.83 shares of FCC's Common Stock.  The Merger is more fully described in
    the accompanying Proxy Statement/Prospectus; and

          (2)  To transact such other business as may properly come before the
    Special Meeting or any adjournments thereof, 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.
    
     The Board of Directors has fixed the close of business on January 13, 1998,
as the record date (the "Record Date") for the Special Meeting.  Only those
persons who are record holders of KHG Common Stock at such date will be entitled
to notice of, and to vote at, the Special Meeting and any adjournment thereof.
The attached Proxy Statement/Prospectus forms a part of this Notice and is
incorporated herein by reference.     

     THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF THE OUTSTANDING SHARES
OF KHG COMMON STOCK ENTITLED TO VOTE THEREON WILL BE REQUIRED TO ADOPT THE
MERGER AGREEMENT PROVIDING FOR THE MERGER OF KHG WITH FFC.  WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, THE BOARD OF DIRECTORS URGES YOU TO MARK,
SIGN, DATE AND RETURN AS SOON AS POSSIBLE THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE. GIVING THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.

                              By order of the Board of Directors
    
Lebanon, Pennsylvania
January 14, 1998      
                              Peggy Y. Layser
                              Secretary