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>

<TABLE>
<CAPTION>
                          TABLE OF CONTENTS

Part 1                                                         Page
------                                                         ----
<S>       <C>                                                    <C>
Item 1   Business                                                 1
           Farmers & Mechanics National Bank                      1
           Home Federal Savings Bank                              1
           Commercial Banking and Related Services                1
           Personal Banking Services                              1
           Trust Services                                         2
           Proposed Acquisition                                   2
           Competition                                            2
           Employees                                              2
           Supervision and Regulation                             3
              Banking Regulation                                  3
              Bank Holding Company Act                            3
              Capital Adequacy Guidelines                         4
              Interstate Banking                                  5
              Monetary Policy                                     5
           Statistical Information                                6
Item 2   Properties                                               6
Item 3   Legal Proceedings                                        7
Item 4   Submission of Matters to a Vote of
            Security Holders                                      7
Additional
Item     Executive Officers of the Registrant                     7

Part II
-------

Item 5   Market for Registrant's Common Equity and Related
            Stockholder Matters                                   7
Item 6   Selected Financial Data                                  7
Item 7   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                   8
Item 8   Financial Statements and Supplementary Data              8
Item 9   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure                8
Part III
--------

Item 10  Directors and Executive Officers of the Registrant       9
Item 11  Executive Compensation                                  10
Item 12  Security Ownership of Certain Beneficial Owners
            and Management                                       11
Item 13  Certain Relationships and Related Transactions          11

Part IV
-------

Item 14  Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K                                   11

Signatures                                                       14
</TABLE>

                                PART I
                                ------

ITEM 1.	BUSINESS
-------   --------

     F&M Bancorp ("Bancorp") is a bank holding company registered under the
Bank Holding Company Act of 1956 that provides banking and bank related
financial services through its wholly owned subsidiaries, Farmers & Mechanics
National Bank and subsidiaries (the "Bank") and Home Federal Savings Bank and
subsidiaries (the "Savings Bank"). Bancorp is incorporated in Maryland and
commenced operations in 1984.  At December 31, 1997, Bancorp was the fourth
largest independent bank holding company headquartered in the state.

Farmers & Mechanics National Bank
---------------------------------

     The Bank was incorporated in 1865 as a national banking association under
the laws of the United States, and is the successor to Maryland State
chartered banking institutions dating from 1817.  In 1915, the Bank acquired
trust powers. It conducts a general banking and trust company business through
24 offices located in Frederick, Carroll, and Montgomery Counties, Maryland.
The Bank had total assets of $819 million, total deposits of $651 million, and
total loans, net of unearned income, of $562 million at December 31, 1997.

Home Federal Savings Bank
-------------------------

     The Savings Bank, a federally chartered savings bank, was acquired by
Bancorp in 1996 through its merger with Home Federal Corporation.  The Savings
Bank conducts its business through eight offices located in Washington and
Allegany Counties and had total assets of $223 million, total deposits of $171
million, and total loans, net of unearned income, of $162 million at December
31, 1997.

Commercial Banking and Related Services
---------------------------------------

     The Bank and the Savings Bank provide credit facilities and related
services for the business community.  Various types of commercial lending
products, including lines of credit, term loans, agricultural loans, real
estate and construction loans, and other forms of secured financing are
offered. Checking accounts, certificates of deposit, business financial
services including various cash management programs, commercial/PC banking and
night depository services are also provided.

Personal Banking Services
-------------------------

     The Bank and the Savings Bank provide a wide range of personal banking
services to individuals at each of their branch offices and the Bank's mobile
banking unit, Express Bank. Included in the services offered at most locations
are interest-bearing and noninterest-bearing checking accounts, savings
accounts, tiered money market deposit accounts, certificates of deposit,
individual retirement accounts, home mortgage loans, home equity loans, home
improvement loans, installment and other personal loans including automobile
and other consumer financing, VISA? credit card services (through an agent
bank relationship), PC banking, and safe deposit boxes.  The Bank and the
Savings Bank have an expanding network of 24-hour automated teller machines
("ATMs")and cash dispensers throughout their market area offering limited
banking services.

Trust Services
--------------

     The individual trust services offered by the Bank include the
administration of estates and service as trustee of living, testamentary and
insurance trusts, agency accounts, custodial accounts, employee benefit
accounts, and self-directed IRA's.  In 1997, the Bank's Trust Division
introduced Key Alliance, which provides free financial planning and a variety
of investment products to the Bank's customers.

Proposed Acquisition
--------------------

	F&M Bancorp announced in January that it has signed a letter of intent to
acquire Keller-Stonebraker Insurance, Inc., a Hagerstown, Maryland-based,
full-line independent insurance agency.  The proposed transaction is intended
to be consummated as a statutory merger resulting in a tax-free exchange of
stock. Details of the transaction, which is subject to the approval of
regulatory authorities and by the boards of directors of both companies and by
the shareholders of Keller-Stonebraker, will be set forth in a definitive
agreement expected to be executed by March 31, 1998.  If approved, the
transaction is anticipated to close in the second quarter of 1998.

Competition
-----------

     Bancorp operates in a highly competitive financial environment that has
intensified in the past several years as a result of banking consolidation and
the entry of new and diverse financial institutions not subject to the
regulatory restrictions of domestic banks and bank holding companies.  Profit
margins in the traditional banking business of lending and deposit gathering
are more difficult to maintain as deregulation has allowed nonbanking
institutions to offer alternative services to many of Bancorp's customers.
Competitors include not only other commercial banks, but also savings and loan
associations, credit unions, money market funds, brokerage firms, investment
advisors, mortgage companies, leasing companies, insurance companies, and a
wide variety of other financial service companies.

Employees
---------

     At December 31, 1997, Bancorp and its subsidiaries had 499 full-time
equivalent employees.

Supervision and Regulation
--------------------------

     Banking Regulation
     ------------------

     The Bank is subject to supervision and regulation by the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), and the Federal Deposit Insurance Corporation (the
"FDIC"), and is subject to examination by the Comptroller of the Currency.
The official having primary supervisory authority over the Bank is the
Comptroller of the Currency.  Deposits, reserves, investments, loans, consumer
law compliance, issuance of securities, payment of dividends, establishment of
branches, mergers and consolidations, changes in control, electronic funds
transfers, responsiveness to community needs, management practices,
compensation policies, and other aspects of operations are subject to
regulation by the appropriate Federal supervisory authorities and the
applicable banking laws of the State of Maryland.  The Comptroller of the
Currency's enforcement authority over all national banks includes, among other
things, the ability to assess civil money penalties, to issue cease and desist
or removal orders and to initiate injunctive actions. The Bank may establish
branch banking offices throughout Maryland with the prior approval of the
Comptroller of the Currency.  Mergers of the Bank with any other bank would
require approval of, and involve review by, various governmental agencies.
     The Savings Bank is subject to examination and comprehensive regulation
by the Office of Thrift Supervision (the "OTS'), and the FDIC.  The OTS has
extensive authority over the operations of savings associations.  The OTS'
enforcement authority over all savings associations includes, among other
things, the ability to assess civil money penalties, to issue cease and desist
or removal orders and to initiate injunctive actions.
     Federal law imposes certain restrictions limiting the ability of the Bank
and the Savings Bank to transfer funds to the Parent Company in the form of
loans or dividends. (See Note 15 of the Notes to Consolidated Financial
Statements in the 1997 Annual Report to Shareholders on page 41, which is
incorporated herein by reference.)

     Bank Holding Company Act
     ------------------------

     Bancorp is registered with the Federal Reserve Board as a bank holding
company and is subject to supervision and examination by the Federal Reserve
Board under the Bank Holding Company Act of 1956 (the "Act"), as amended.  The
Act restricts the business activities and acquisitions that may be engaged in
or made by Bancorp.  After prior approval or notice, Bancorp may acquire other
banks and bank holding companies and engage directly or indirectly in certain
activities closely related to banking. Bancorp must give prior notice of
certain purchases or redemptions of its outstanding equity securities.
Bancorp and its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease, sale of
property, or furnishing of services.
     The Federal Reserve Board may issue cease and desist orders against bank
holding companies and nonbank subsidiaries to stop actions believed to present
a serious threat to a subsidiary bank. The Federal Reserve Board also
regulates certain debt obligations of bank holding companies.

     Capital Adequacy Guidelines
     ---------------------------

     The Federal Reserve Board and the Comptroller of the Currency have
historically determined the adequacy of a depository institution's capital
resources by comparison of its capital to its assets.  The leverage capital
ratio measures the adequacy of capital in relation to the amount of the
institution's assets.  The risk-weighted assets ratio measures the adequacy of
capital after weighting the risk inherent in various categories of assets.

     The capital adequacy guidelines require depository institutions to
maintain a minimum leverage capital ratio of three percent Tier 1 capital
(primarily shareholders' equity) to total assets, plus, for all but the most
highly rated institutions, an additional cushion of 100 to 200 basis points.
Tier 1 capital for bank holding companies includes common equity, minority
interest in equity accounts of consolidated subsidiaries, and qualifying
perpetual preferred stock.  Tier 1 capital excludes goodwill and other
disallowed intangibles, certain deferred tax assets and any net unrealized
loss on marketable equity securities.  At December 31, 1997, Bancorp's
leverage capital ratio was 9.48 percent.

     Bancorp must also meet a total capital to risk-weighted assets ratio
(risk-based capital ratio) of eight percent, measuring the amount and nature
of the assets and commitments currently at risk. The risk-based capital rules
specify four categories of asset or commitment risk, with each category being
assigned a weight of zero percent through 100 percent depending upon the risk
involved.  Each asset or commitment of Bancorp is categorized and weighted
appropriately, and its capital is then compared to the aggregate value of such
risk-weighted assets or commitments to determine if additional capital is
required.  At least 50 percent of capital must be composed of Tier 1 capital
elements.  At December 31, 1997, Bancorp's total risk-based capital ratio was
14.08 percent.

     The Comptroller of the Currency and the OTS have capital adequacy ratio
requirements for the Bank and the Savings Bank, respectively, that are
consistent with those for Bancorp.

     The FDIC requires "prompt corrective action" when an insured
institution's capital falls to certain levels.  This rule restricts or
prohibits certain activities and requires an insured institution to submit a
capital restoration plan when it becomes undercapitalized.  The restrictions
and prohibitions become more severe as an institution's capital level
declines.  The rule defines five capital ratios which are as follows:

<TABLE>
<CAPTION>

                                 Total       Tier-1      Tier-1
                               Risk-Based  Risk-Based   Leverage
Capital Category                 Ratio       Ratio       Ratio
----------------               ----------  ----------   --------
<S>                               <C>         <C>         <C>
Well capitalized                  >/=10%      >/=6%       >/=5%
Adequately capitalized            >/= 8%      >/=4%       >/=4%
Undercapitalized                  < 8%        <4%         <4%
Significantly undercapitalized    < 6%        <3%         <3%
Critically undercapitalized(1)

(1)  Ratio of tangible equity to total assets of two percent or less.
</TABLE>

On the basis of these criteria, Bancorp is considered "well capitalized" at
December 31, 1997.

     Risk-based capital standards address concentrations of interest rate risk
("IRR") as qualitative factors to be considered in evaluating overall capital
adequacy.  A bank may be required to hold additional capital for IRR if it has
been determined that internal interest rate risk management processes are
inadequate or a significant exposure to interest rate risk has been
identified.

     Interstate Banking
     ------------------

     Since Bancorp is well capitalized, it may participate in interstate
affiliations with banks and bank holding companies located in any state,
although states may limit the eligibility of banks to be acquired to those in
existence for a period of time, but no longer than five years.  No bank
holding company may acquire more than 10 percent of total nationwide insured
deposits nor more than 30 percent of deposits in any state; however, states
may waive the 30 percent limit.  In addition, beginning June 1, 1997, banks
were allowed to branch across state lines either by merging with banks in
other states or by establishing new branches in other states.  Interstate
branching through mergers may be prohibited by any state.  The provision
relating to establishing new branches in another state requires a state's
specific approval.  Maryland permits interstate branching both by mergers and
by establishing new branches.

     Monetary Policy
     ---------------

     The earnings and growth of Bancorp, the Bank, and the Savings Bank are
affected by general economic conditions as well as by monetary policies of
regulatory authorities, including the Federal Reserve System, which regulates
the national money supply in order to mitigate recessionary and inflationary
pressures.  Among the techniques available to the Federal Reserve System are
engaging in open market transactions in United States Government securities,
changing the discount rate on bank borrowings, and changing reserve
requirements against bank deposits.  These techniques are used in varying
combinations to influence the overall growth of bank loans, investments and
deposits.  Their use may also affect interest rates charged on loans or paid
on deposits.  The effect of governmental monetary policies on the earnings of
the Bank, the Savings Bank, or Bancorp cannot be predicted.

Statistical Information
-----------------------

     The following supplementary information required under Guide 3 for the
respective periods and at the indicated respective dates is set forth on the
pages indicated below in the 1997 Annual Report to Shareholders, which is
incorporated herein by reference. The information should be read in
conjunction with the related consolidated financial statements and notes
thereto.

                                                         Page
                                                         ----

Selected Financial Information                            12

Average Balances, Interest, and Average Rates             14

Analysis of Changes in Net Interest Income                16

Investment Portfolio Distribution                         17

Investment Portfolio Analysis                             18

Loan Portfolio Mix                                        19

Loan Maturities and Interest Sensitivity                  19

Average Deposits and Rates Paid                           19

Maturity of Time Deposits of $100,000 or More             20

Short-Term Borrowings                                     20

Nonperforming Assets and Contractually Past Due Loans     21

Potential Problem Loans                                   20

Analysis of Allowance for Credit Losses                   21

Allocation of Allowance for Credit Losses                 22


ITEM 2.	PROPERTIES
-------   ----------

     The Bank owns a fee simple interest in the land and building located at
110 Thomas Johnson Drive, Frederick, Maryland, which is the location of its
principal executive offices and its main banking office.  The Savings Bank
owns a building located at 122-128 West Washington Street, Hagerstown,
Maryland, which is the location of its principal executive offices and its
main bank office.
     Of the remaining 30 banking offices of the Bank and the Savings Bank at
December 31, 1997, 16 were owned and 14 were leased. Information concerning
Bancorp's lease commitments is included in Note 13, on page 39 of the 1997
Annual Report to Shareholders, and is incorporated herein by reference.

ITEM 3.	LEGAL PROCEEDINGS
-------   -----------------

     Bancorp, the Bank, and the Savings Bank are subject to various legal
proceedings which are incidental to the ordinary course of business.  In the
opinion of the management, there are no material pending legal proceedings to
which Bancorp, the Bank, or the Savings Bank are a party or which involve any
of their property.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------   ---------------------------------------------------

     No matters were submitted for a vote of security holders during the
fourth quarter of 1997.

ADDITIONAL
----------
ITEM.		EXECUTIVE OFFICERS OF THE REGISTRANT
-----          ------------------------------------

     The text under Item 10(b), "Directors and Executive Officers of the
Registrant", is incorporated in this Part I by reference.

                               PART II
                               -------

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS
-------   -------------------------------------------------------------------

     Information concerning the price of the registrant's Common Stock and
related stockholder matters is included on inside back cover of the 1997
Annual Report to Shareholders under the heading "STOCK PRICE and DIVIDENDS"
and is incorporated herein by reference. Dividends paid per share were $.21,
$.21, $.22, and $.22 for the first, second, third and fourth quarters of 1997,
respectively.  Dividends paid per share were $.16, $.15, $.15, and $.15 for
the first, second, third, and fourth quarters of 1996, respectively. Dividends
for 1996 and the first and second quarters of 1997 have been restated for the
5% stock dividend paid in the third quarter of 1997. Information concerning
restrictions on the ability of affiliates to transfer funds in the form of
dividends to Bancorp is included in Note 15 on page 41 of the 1997 Annual
Report to Shareholders and is incorporated herein by reference.

ITEM 6.	SELECTED FINANCIAL DATA
-------   -----------------------

     Selected Financial Information on page 12 of the 1997 Annual Report to
Shareholders is incorporated herein by reference.

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------   ------------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

     "Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 13 through 25 of Bancorp's 1997 Annual Report to
Shareholders is incorporated herein by reference.

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------   --------------------------------------------

     The following consolidated financial statements, notes to consolidated
financial statements, and report of independent auditors on pages 26 through
43 of Bancorp's 1997 Annual Report to Shareholders are incorporated herein by
reference.

                                                    Page
                                                    ----

     Report of Independent Public Accountants        43

     Report of Independent Auditors                  43

     Consolidated Balance Sheets,
       December 31, 1997 and 1996                    26

     Consolidated Statements of Income,
       Three Years Ended 1997                        27

    Consolidated Statements of Changes
       In Shareholders' Equity,
       Three Years Ended 1997                        28

    Consolidated Statements of Cash Flows
       Three Years Ended 1997                        29

    Notes to Consolidated Financial
       Statements                                 30 - 42


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------   ---------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------

     On July 9, 1996 Bancorp engaged Arthur Andersen LLP in place of its
independent public accountant, Keller Bruner & Company, L.L.C. ("KB"), on the
recommendation and approval of the Audit Committee, which action was ratified
by the full Board, after an extensive review and analysis of proposals
submitted by nine accounting firms, including KB.  KB was not dismissed as the
result of any disagreement.  The reports of KB on the financial statements of
the registrant for each of the two fiscal years in the period ended December
31, 1995 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, auditing scope or accounting
principles.  During the two fiscal years in the period ended December 31, 1995
and the subsequent interim periods preceding such dismissal, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, or any reportable event.

                              PART III
                              --------

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------  --------------------------------------------------

     (a) The text and table under "Election of Directors-Information
Concerning Nominees" located on pages 4 through 7 of Bancorp's Proxy Statement
dated March 20, 1998 are incorporated herein by reference.

     (b)  The following is a list of the names and ages of all the executive
officers of Bancorp, the Bank, and the Savings Bank as of December 31, 1997
and all persons chosen to become executive officers since that date.  All
executive officers are elected to serve for a one year period.  There are no
arrangements or understandings between such persons and any other person
pursuant to which they were selected an officer.

<TABLE>
<CAPTION>

                                                Position with the Bank
                      Position with Bancorp     or Savings Bank (SB)
                         and year elected          and year elected
    Name and Age           or appointed              or appointed
--------------------  ---------------------     ----------------------
<S>                   <C>                      <C>
Charles W. Hoff, III  Chairman of the Board    Chairman of the Board
     age 63           (1993)                   (1993)

Faye E. Cannon        President (1993) & Chief President (1993) & Chief
     age 48           Executive Officer (1996) Executive Officer (1996)

David R. Stauffer     Vice President           Executive Vice President
     age 50           (1990)                   (1990)

Richard W. Phoebus    Vice President           President & Chief
     age 59           (1996)                   Executive Officer
                                               (1981) (SB)

Alice E. Stonebreaker Assistant Secretary &    Senior Vice President &
     age 51           Assistant Treasurer      Cashier (1985)
                      (1983)

Gordon M. Cooley      Secretary (1991)         Senior Vice President
     age 44           and Legal Officer        (1990) & House Counsel
                      (1987)                   (1987)

David L. Spilman      Treasurer                Senior Vice President &
     age 55           (1997)                   Chief Financial Officer
                                               (1997)

Karen L. Korrell                               Senior Vice President
     age 46                                    (1996)

Patti A. Stuckey                               Senior Vice President
     age 54                                    (1989) & Trust Division
	                                          Manager (1988)
</TABLE>

     (c)  Bancorp is not required to furnish information on certain
significant employees pursuant to instructions contained in the form for this
report.

     (d)  There is no family relationship between any director, executive
officer, or person nominated or chosen by Bancorp to become a director or
executive officer, except that Ms. Cannon and Ms. Stonebreaker are sisters and
Mr. Cooley is the son-in-law of Director H. Deets Warfield, Jr.

     (e)  Each of the executive officers of Bancorp, the Bank and the Savings
Bank has been an officer for more than five years with the exception of Mr.
Spilman and Ms. Korrell.  Mr. Spilman's banking career includes thirty years
of management experience in the areas of accounting, regulatory and financial
reporting, budgeting, taxation, strategic planning, controllership, treasury
funding, investor and media relations, and financial communications. Prior to
joining Bancorp, Mr. Spilman served as Investor Relations and Financial
Communications Consultant to Bancorp.  Prior to his consulting assignment at
Bancorp, Mr. Spilman was President and Chief Operating Officer of Trust
Company of America, Inc., Washington, D.C.  He has also served in a senior
financial capacity for Baltimore Bancorp, MNC Financial, Inc., and Equitable
Bancorporation.  Mr. Spilman is a Certified Public Accountant. Ms. Korrell
previously held the position of Senior Vice President of Marketing for Capital
Bank, Miami, Florida, and has previously held managerial positions at
Citibank, Chase Manhattan, and the North Central Bank of Pennsylvania.  Ms.
Korrell has over 18 years of banking experience in the areas of strategic
planning, public relations, advertising, promotion, market research, product
management, and community development.

     (f)  None of the events described in the instructions to the form of this
report have occurred during the past five years to the knowledge of Bancorp.

     (g)  Bancorp is not required to furnish this information because of the
absence of the conditions under which it is required.

ITEM 11.	EXECUTIVE COMPENSATION
--------  ----------------------

     The text and tables under "Compensation Committee Report on Executive
Compensation" located on pages 8 through 12, and "Directors' Fees and Deferred
Compensation Plan" located on page 14 of Bancorp's Proxy Statement dated March
20, 1998, are incorporated herein by reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------  --------------------------------------------------------------

     The information contained in the section under "Security Ownership of
Management" and the notes thereto located on page 2, and the information
contained in the section under "Security Ownership of Certain Beneficial
Owners" located on page 4 of Bancorp's Proxy Statement dated March 20, 1998 is
incorporated herein by reference.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------  -----------------------------------------------

     The text under "Certain Transactions with Directors and Officers" located
on page 14 of Bancorp's Proxy Statement dated March 20, 1998 is incorporated
herein by reference.

                              PART IV
                              -------

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------  ----------------------------------------------------------------

     (a)  Filed documents:

         (1)   Financial Statements:

               See listing in Item 8.

         (2)   Financial Statement Schedules:

               Schedules I and II, inclusive, are omitted because of the
               absence of the conditions under which they are required.

(3) Exhibits:

                  2    Plan of Agreement to Merge between F&M Bancorp and Home
                       Federal Corporation.  Filed as Annex A to Registration
                       Statement on Form S-4 (File No. 333-04967) and
                       incorporated herein by reference.

3.1 Articles of Incorporation of F&M Bancorp with all
                       Articles of Amendment.  Filed as an exhibit with the
                       quarterly report on Form 10-Q for the second quarter of
                       1997 and incorporated herein by reference.

3.2 By-Laws of F&M Bancorp.  Filed as an exhibit with the
                       quarterly report on Form 10-Q for the third quarter of
                       1997 and incorporated herein by reference.

                  4    Description of Common Stock.  Filed as an exhibit with
                       the quarterly report on Form 10-Q for the third quarter
                       of 1997 and incorporated herein by reference.

               10.1    1983 Stock Option Plan of F&M Bancorp as amended in
                       April, 1996. Filed as Exhibit 10.1 to Registration
                       Statement on Form S-8 (File No. 002-88390) and
                       incorporated herein by reference.

10.2 Unfunded Deferred Compensation Plan for Non-Employee
                       Directors of F&M Bancorp as amended July, 1996. Filed
                       as an exhibit hereto and incorporated herein by
                       reference.

10.3 Farmers and Mechanics National Bank Executive
                       Supplemental Income Plan as amended in March 1990.
                       Filed as Exhibit 10.3 to the Annual Report on Form 10-K
                       for the year ended December 31, 1990 (File No. 0-12638)
                       and incorporated herein by reference.

10.4 F&M Bancorp Employee Stock Purchase Plan. Filed as
                       Prospectus to Registration Statement on Form S-8 (File
                       No. 33-39941) and incorporated herein by reference.

               10.5    F&M Bancorp Dividend Reinvestment and Stock Purchase
                       Plan.  Filed as Prospectus to Registration Statement on
                       Form S-3 (File No. 33-39940) and incorporated herein by
                       reference.

               10.6    1995 Stock Option Plan of F&M Bancorp. Filed as
                       Exhibit 10.1 to Registration Statement on Form S-8
                       (File No. 333-02433) and incorporated herein by
                       reference.

               10.7    Employment Agreement between F&M Bancorp, Home Federal
                       Savings Bank and Richard W. Phoebus, Sr.  Filed as
                       Exhibit 10.7 to the Annual Report on Form 10-K for the
                       year ended December 31, 1996 (file No. 0-12638) and
                       incorporated herein by reference.

10.8 Employment Agreement between F&M Bancorp, Home Federal
                       Savings Bank and Steven G. Hull. Filed as Exhibit 10.8
                       to the Annual Report on Form 10-K for the year ended
                       December 31, 1996 (File No. 0-12638) and incorporated
                       herein by reference.

10.9 Employment Agreement between F&M Bancorp, Home Federal
Savings Bank and Salvatore M. Savino. Filed as Exhibit 10.9 to the Annual
Report on Form 10-K for the year ended December 31, 1996 (File No. 0-12638)
and incorporated herein by reference.

10.10 Employment Agreement between F&M Bancorp, Home Federal
                       Savings Bank and Celia S. Ausherman. Filed as Exhibit
                       to the Annual Report on Form 10-K for the year
                       ended December 31, 1996 (File No. 0-12638) and
                       incorporated herein by reference.

               10.11   Form of F&M Bancorp Stock Options substituted for Home
                       Federal Corporation Stock Options granted under the
                       Home Federal Corporation 1988 Stock Option and Stock
                       Appreciation Rights Plan filed as Exhibit 99.3 to
                       Registration Statement on Form S-8 (File No. 333-16709)
                       and incorporated herein by reference.

                  11   Statement re: computation of per share earnings.

                  13   1997 Annual Report to Shareholders of F&M Bancorp.

                  21   Subsidiaries of F&M Bancorp.

                23.1   Consent of Independent Public Accountants.

                23.2   Consent of Independent Auditors

                  27   Financial Data Schedule.

(b) No reports on Form 8-K were filed by the Corporation during the quarter
ended December 31, 1997.

SIGNATURES
----------

     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