SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                           ------------------------
                                   FORM 10-K

  (Mark-One)
  /XX/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 

           For the fiscal year ended December 31, 1997

                                 OR

  /  / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition period from           to           

                         Commission file number
                               0-12638

                              F&M BANCORP

         (Exact name of registrant as specified in its charter)

             Maryland                         52-1316473
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            Identification No.)

                     110 Thomas Johnson Drive
                     Frederick, Maryland 21702
     (Address of principal executive offices) (Zip Code)
                          (301) 694-4000
     (Registrant's telephone number, including area code)

     Securities registered pursuant to Section 12(b) of the Act:
                                  NONE

     Securities registered pursuant to Section 12(g) of the Act:
                 Common Stock, par value $5.00 per share
                             (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. 
                     Yes /XX/  No /  /


                        (Cover page 1 of 2 pages)
<PAGE>

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to  the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  /XX/

     State the aggregate market value of the voting stock held by non-
affiliates of the registrant.  Indicate the number of shares outstanding of 
each of the registrant's classes of common stock, as of the latest practicable 
date.

     Common Stock, par value $5.00 per share:
	  Market value held by non-affiliates
	    at February 28, 1998              $210,638,604   
	  Outstanding at February 28, 1998       6,021,218 shares

                  Documents Incorporated by Reference

(1) Portions of the registrant's Annual Report to Shareholders for the year 
ended December 31, 1997 are incorporated by reference into Parts I and II.

(2) Portions of the Proxy Statement dated March 20, 1998 relating to the 1998 
Annual Meeting of Stockholders of the Registrant is incorporated by reference 
into Part III.

	(Cover page 2 of 2 pages)
<PAGE>

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.

F&M BANCORP
                                    (Registrant)

Dated: March 27, 1998               By: /s/ Faye E. Cannon	
                                        ------------------
  	                                   Faye E. Cannon
                                        President & Chief
                                        Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

                                   Principal Executive Officers:

March 27, 1998                     /s/ Charles W. Hoff, III
                                   ----------------------------
                                   Charles W. Hoff, III
                                   Chairman of the Board 


March 27, 1998                     /s/ Faye E. Cannon 
                                   ----------------------------
                                   Faye E. Cannon
                                   President & Chief Executive
                                   Officer


                                   Principal Financial &
                                   Accounting Officer:


March 27, 1998                     /s/ David L. Spilman
                                   ----------------------------
                                   David L. Spilman
                                   Treasurer


                                   A Majority of the Board
                                   of Directors
			


March 27, 1998                     /s/ R. Carl Benna
                                   ----------------------------
                                   R. Carl Benna
                                   Director


March 27, 1998                     ----------------------------
                                   Howard B. Bowen
                                   Director


March 27, 1998                     /s/ John D. Brunk
                                   ----------------------------
                                   John D. Brunk
                                   Director


March 27, 1998                     ----------------------------
                                   Beverly B. Byron
                                   Director


March 27, 1998                     /s/ Faye E. Cannon
                                   ----------------------------
                                   Faye E. Cannon
                            		Director


March 27, 1998                     ----------------------------
                                   Martha E. Church
                                   Director


March 27, 1998                     /s/ Albert H. Cohen
                                   ---------------------------- 
                                   Albert H. Cohen
                                   Director


March 27, 1998                     /s/ Maurice A. Gladhill
                                   ---------------------------- 
                                   Maurice A. Gladhill
                                   Director


March 27, 1998                     /s/ Charles W. Hoff, III
                                   ---------------------------
                                   Charles W. Hoff, III
                                   Director


March 27, 1998                     ---------------------------
                                   James K. Kluttz
                                   Director


March 27, 1998                     --------------------------- 
                                   Robert K. Moler
                                   Director


March 27, 1998                     /s/ Charles A. Nicodemus
                                   ---------------------------
                                   Charles A. Nicodemus
                                   Director


March 27, 1998                     ---------------------------
                                   Richard W. Phoebus, Sr.
                                   Director


March 27, 1998                     /s/ H. Deets Warfield, Jr.
                                   ---------------------------
                                   H. Deets Warfield, Jr.
                                   Director


March 27, 1998                     /s/ John C. Warfield
                                   --------------------------- 
                                   John C. Warfield
                                   Director


March 27, 1998                     /s/ Thomas R. Winkler
                                   ---------------------------
                                   Thomas R. Winkler      
                                   Director

<PAGE>

<TABLE>
<CAPTION>	
                          TABLE OF CONTENTS

Part II                                                          Page
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<S>      <C>                                                     <C>
Item 7A  Quantitative and Qualitative Disclosures About Market Risk
             Risk                                                8
</TABLE>
                               PART II
                               -------

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKE RISK  
--------  ------------------------------------------------------------------

     The information required by this item is contained on pages 23 through 24 
of Bancorp's 1997 Annual Report to Shareholders and is incorporated herein by 
reference.