SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
   Date of Report (Date of earliest event reported) December 15, 1998       
  
  
                                F&M BANCORP 
           (Exact name of registrant as specified in its charter) 
  
  
 Maryland                  0-12638              52-1316473                 
 (State or other         (Commission          (IRS Employer 
 jurisdiction of         File Number)      Identification No.) 
 incorporation)                                       
  
  
 110 Thomas Johnson Drive 
 Frederick, Maryland                                     21702             
 (Address of principal executive offices)             (Zip Code) 
  
  
                                 (301) 694-4000
              (Registrant's telephone number, including area code)
  
  
                                Not Applicable
          (Former name or former address, if changed since last report)
                                           
  
                                       

  
 ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS. 
  
           On November 30, 1998, Monocacy Bancshares, Inc., a Maryland
 corporation ("Monocacy"), was merged (the "Merger") with and into F&M
 Bancorp, a Maryland corporation ("F&M Bancorp"), pursuant to the Agreement
 and Plan of Merger, dated as of September 4, 1998, (the "Merger Agreement),
 by and between F&M Bancorp and Monocacy. 
  
           Pursuant to the Merger Agreement, each share of the common stock,
 par value $5.00 per share of Monocacy, outstanding immediately prior to
 consummation of the Merger was converted into and became exchangeable for
 1.251 shares of the common stock, par value $5.00 per share, of F&M Bancorp
 (the "Common Stock").  F&M Bancorp expects to issue approximately
 2,267,790 shares of Common Stock in connection with the Merger.  
  
           The foregoing description of the Merger and the Merger Agreement
 is qualified in its entirety by reference to the full text of the Merger
 Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report
 on Form 8-K of F&M Bancorp, filed on September 10, 1998 and is incorporated
 herein by reference in its entirety as Exhibit 2.1.  The press release
 issued by F&M Bancorp on December 1, 1998 with respect to the consummation
 of the Merger is incorporated herein by reference in its entirety and filed
 as an exhibit to this Report. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (a)  Financial Statements of Business Acquired* 
  
 (b)  Pro Forma Financial Information* 
  
 (c)  Exhibits 
  
           99.1      Press Release issued by F&M Bancorp on December 1,
                     1998.  
  
 *    The Registrant will file the required financial statements with
 respect to such acquisition under the cover of an amendment to this Current
 Report on Form 8-K as soon as practicable, but in no event later than 60
 days after the date on which this Current Report on Form 8-K was required
 to have been filed.  

  
  
                                 SIGNATURE 
  
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunder duly authorized. 
  
 Dated: December 15, 1998 
  
  
                          F&M BANCORP 
  
                          By:   /s/ David L. Spilman  
                              _________________________________
                              Name:  David L. Spilman  
                              Title: Treasurer 
  
  
  
  
                               EXHIBIT INDEX 
  
           Exhibit 
           Number    Description 
  
           99.1      Press Release issued by F&M Bancorp on December 1, 1998
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3977}]
{"company-data": {"conformed-name": "F&M BANCORP", "cik": "0000736473", "assigned-sic": "6022", "irs-number": "521316473", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12638", "film-number": "98770129"}, "business-address": {"street1": "110 THOMAS JOHNSON DR", "street2": "P O BOX 518", "city": "FREDERICK", "state": "MD", "zip": "21702", "phone": "3016944000"}}
SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
   PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
   Date of Report (Date of earliest event reported) December 15, 1998       
  
  
                                F&M BANCORP 
           (Exact name of registrant as specified in its charter) 
  
  
 Maryland                  0-12638              52-1316473                 
 (State or other         (Commission          (IRS Employer 
 jurisdiction of         File Number)      Identification No.) 
 incorporation)                                       
  
  
 110 Thomas Johnson Drive 
 Frederick, Maryland                                     21702             
 (Address of principal executive offices)             (Zip Code) 
  
  
                                 (301) 694-4000
              (Registrant's telephone number, including area code)
  
  
                                Not Applicable
          (Former name or former address, if changed since last report)
                                           
  
                                       

  
 ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS. 
  
           On November 30, 1998, Monocacy Bancshares, Inc., a Maryland
 corporation ("Monocacy"), was merged (the "Merger") with and into F&M
 Bancorp, a Maryland corporation ("F&M Bancorp"), pursuant to the Agreement
 and Plan of Merger, dated as of September 4, 1998, (the "Merger Agreement),
 by and between F&M Bancorp and Monocacy. 
  
           Pursuant to the Merger Agreement, each share of the common stock,
 par value $5.00 per share of Monocacy, outstanding immediately prior to
 consummation of the Merger was converted into and became exchangeable for
 1.251 shares of the common stock, par value $5.00 per share, of F&M Bancorp
 (the "Common Stock").  F&M Bancorp expects to issue approximately
 2,267,790 shares of Common Stock in connection with the Merger.  
  
           The foregoing description of the Merger and the Merger Agreement
 is qualified in its entirety by reference to the full text of the Merger
 Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report
 on Form 8-K of F&M Bancorp, filed on September 10, 1998 and is incorporated
 herein by reference in its entirety as Exhibit 2.1.  The press release
 issued by F&M Bancorp on December 1, 1998 with respect to the consummation
 of the Merger is incorporated herein by reference in its entirety and filed
 as an exhibit to this Report. 
  
  
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (a)  Financial Statements of Business Acquired* 
  
 (b)  Pro Forma Financial Information* 
  
 (c)  Exhibits 
  
           99.1      Press Release issued by F&M Bancorp on December 1,
                     1998.  
  
 *    The Registrant will file the required financial statements with
 respect to such acquisition under the cover of an amendment to this Current
 Report on Form 8-K as soon as practicable, but in no event later than 60
 days after the date on which this Current Report on Form 8-K was required
 to have been filed.  

  
  
                                 SIGNATURE 
  
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunder duly authorized. 
  
 Dated: December 15, 1998 
  
  
                          F&M BANCORP 
  
                          By:   /s/ David L. Spilman  
                              _________________________________
                              Name:  David L. Spilman  
                              Title: Treasurer 
  
  
  
  
                               EXHIBIT INDEX 
  
           Exhibit 
           Number    Description 
  
           99.1      Press Release issued by F&M Bancorp on December 1, 1998