EXHIBIT 11
F&M NATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF WEIGHTED AVERAGE SHARES
OUTSTANDING AND EARNINGS PER SHARE - 1995
(in thousands, except per share amounts)

Average shares outstanding - 1995                              15 657

Restatement related to F&M Bank-Potomac acquisition               872(1)

1995 Weighted Average Shares Outstanding                       16,529

Net Income - 1995                                             $23,432

Earnings per shares - 1995                                    $  1.42


(1)      On April 6,  1995,  the  merger  with Bank of the  Potomac,  Inc.,  was
         consummated  with  872,187  shares of F&M National  Corporation  common
         stock  being  issued.  The  transaction  was  accounted  for  using the
         pooling-of-interests  method of  accounting.  Accordingly,  the  shares
         outstanding  have been restated for all reported periods to reflect the
         acquisition.


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EXHIBIT 11
F&M NATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF WEIGHTED AVERAGE SHARES
OUTSTANDING AND EARNINGS PER SHARE - 1994
(in thousands, except per share amounts)


Average shares outstanding - 1994                              12 966

Restatement related to F&M Bank-Peoples acquisition             1 193(1)

Restatement related to F&M Bank-Hallmark acquisition            1 107(1)

Restatement related to F&M Bank-Potomac acquisition               872(3)

Stock dividend - 2.5%                                             379(2)

1994 Weighted Average Shares Outstanding                       16 157


Net income - 1994                                             $20 701


Earnings per share - 1994                                     $  1.25


(1)      On July 1, 1994, the merger with F&M  Bank-Peoples was consummated with
         1,193,431 shares of F&M National Corporation common stock being issued.
         The transaction was accounted for using the pooling-of-interests method
         of accounting.  Accordingly,  the shares outstanding have been restated
         for all reported periods to reflect the acquisition.

         Additionally,  on July 1, 1994, the merger with F&M  Bank-Hallmark  was
         consummated  with 1,107,414 shares of F&M National  Corporation  common
         stock  being  issued.  The  transaction  was  accounted  for  using the
         pooling-of-interests  method of  accounting.  Accordingly,  the  shares
         outstanding  have been restated for all reported periods to reflect the
         acquisition.

(2)      Also,  the Company  paid a 2.5% stock  dividend on September 1, 1994, a
         total of 378,690 shares. Accordingly,  the shares outstanding have been
         restated for all reported period to reflect the stock dividend.

(3)      See description under Exhibit 11 - 1995.



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EXHIBIT 11
F&M NATIONAL CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF WEIGHTED AVERAGE SHARES
OUTSTANDING AND EARNINGS PER SHARE - 1993
(in thousands, except for share amounts)


Average shares outstanding - 1993                                11,907

Restatement related to F&M Bank-Emporia acquisition                 666(1)

Restatement related to F&M Bank-Peoples acquisition               1,193(2)

Restatement related to F&M Bank-Hallmark acquisition              1,107(2)

Restatement related to F&M Bank-Potomac acquisition                 872(2)

Stock dividend - 2.5%                                               379(2)

1993 Weighted Average Shares Outstanding                         16 124

Net income - 1993                                               $18 732

Earnings per share - 1993                                       $  1.16




(1)      On September 1, 1993 the merger with F&M Bank-Emporia was consummated
         with 665,568 shares of F&M National Corporation stock being issued.
         The transaction was accounted for using the pooling-of-interests method
         of accounting.  Accordingly, the shares outstanding have been restated
         for all reported periods to reflect the acquisition.  Additionally, on
         September 18, 1993, the Corporation purchased substantially all the
         assets and assumed certain liabilities of Farmers & Merchants National
         Bank of Hamilton in exchange for 432,989 shares of F&M National
         Corporation stock.

(2)      See description under Exhibit 11 for 1994.