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

August 68, 2003

F&M BANCORP

(Exact name of registrant as specified in its charter)

Commission file number 0-12638

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)

~~110~~(301) ~~Thomas Johnson Drive~~694-4000

~~Frederick~~(Registrant’s telephone number, ~~Maryland~~including ~~21702~~area code)

(Address of principal executive offices) (Zip Code)

(301) 694-4000

(Registrant’s telephone number, including area code)

ITEM 5. Other Event and Regulation FD Disclosure

August 68, 2003

Mercantile Bankshares Corporation - F&M Bancorp Merger: Value of Merger

~~Approved~~Consideration byCalculated, ~~F&M~~Subject ~~Bancorp~~to ~~Shareholders~~Final Allocations

Kaye A. Simmons, Executive VP & Chief Financial Officer

301-694-4000

www.fmbn.com

~~FREDERICK~~BALTIMORE, MARYLAND, August 68, 2003 — ~~The~~Mercantile ~~Special~~Bankshares ~~Meeting~~Corporation (“Bankshares”) of(Nasdaq: MRBK) ~~Shareholders of~~ and F&M Bancorp (Nasdaq: FMBN) ~~was~~announced ~~held~~today ~~this~~that ~~morning~~the atfinal Bankshares stock price for purposes of determining the ~~corporate~~value ~~headquarters~~of the merger consideration to be paid by Bankshares in ~~Frederick~~connection with the proposed merger of F&M Bancorp with Bankshares is $40.3921. The proposed merger has been approved by the stockholders of F&M Bancorp and by federal and state regulatory agencies. The merger is expected to become effective after the close of business on August 12, ~~Maryland~~2003.

ByBased ~~an overwhelming vote, 96.9% of shares voting~~ on the ~~Board~~final ofstock ~~Directors proposal to merge with Mercantile Bankshares Corporation of Baltimore~~price, ~~Maryland voted in favor of~~ the ~~merger.~~per ~~The~~share ~~necessary~~cash ~~state~~consideration ~~and~~to ~~federal~~be paid ~~bank~~in ~~regulators have approved~~ the merger ~~between~~will ~~Mercantile~~be ~~Bankshares Corporation and F&M Bancorp~~$50. 3703. The ~~merger~~per ofshare ~~the~~stock ~~holding~~consideration ~~companies is scheduled~~ to ~~become~~be ~~official~~paid onin ~~August 12, 2003. Shareholder elections are due to American Stock Transfer & Trust Company by 5:00 p.m. on Monday, August 11, 2003. After~~ the ~~elections have been compiled, the allocation of the~~ merger ~~consideration that F&M Bancorp shareholders~~ will ~~receive will~~ be ~~announced~~ 1.2470 ~~This~~shares isof ~~expected~~Bankshares tocommon ~~occur on or about August 15, 2003~~stock.

~~Investors~~F&M ~~and security~~Bancorp ~~holders~~stockholders ~~may~~are ~~obtain~~entitled, apursuant ~~free~~to ~~copy~~the terms of the Agreement ~~proxy~~and ~~statement/prospectus~~Plan ~~and~~of Merger dated as of March 13, 2003, to elect whether they ~~other~~ wish ~~documents~~to ~~filed~~receive bystock, ~~F&M~~cash ~~Bancorp~~or a combination of stock and ~~Mercantile~~cash ~~Bankshares~~in ~~Corporation~~the merger, ~~with~~ subject ~~the~~to ~~SEC~~allocation atprovisions if there is an oversubscription for stock or cash. The deadline for submitting elections to the ~~SEC’s~~Exchange ~~web~~Agent, ~~site~~American atStock ~~http~~Transfer & Trust Company, is 5:~~//www~~00 p.~~sec~~m.~~gov. In~~ ~~addition~~on Monday, ~~investors~~August ~~and~~11, ~~security holders~~2003. ~~may~~ Stockholders ~~obtain~~who ~~free~~wish ~~copies~~to make an election must submit an Election Form/Letter of ~~the~~Transmittal ~~documents~~and ~~filed~~their ~~with~~stock ~~the~~certificates ~~SEC~~to bythe ~~F&M~~Exchange ~~Bancorp~~Agent by ~~contacting~~the ~~Kaye~~deadline. A ~~Simmons,~~stockholder ~~F&M~~must submit ~~Bancorp,~~election ~~110~~materials ~~Thomas~~to ~~Johnson~~make ~~Drive, Frederick,~~an MDelection ~~21702,~~for ~~telephone~~cash ~~888-694-4170~~ or ~~from~~stock ~~F&M~~even ~~Bancorp’s~~if ~~website~~he or at she ~~www.fmbn.com.~~submitted ~~Investors~~a ~~and~~proxy ~~security~~card ~~holders~~to ~~may~~vote ~~obtain~~on ~~free~~the ~~copies~~approval of the ~~documents~~merger. However, a stockholder will be entitled to ~~filed~~ receive ~~with~~merger ~~the~~consideration ~~SEC~~even byif ~~Mercantile~~he ~~Bankshares~~or ~~Corporation~~she bydoes ~~contacting~~not ~~David~~make an election for ~~Borowy,~~ cash ~~Mercantile~~or ~~Bankshares~~stock. The ~~Corporation,~~results ~~Two~~of ~~Hopkins~~the stockholders’ ~~Plaza,~~elections ~~Baltimore,~~for MDcash or stock merger consideration and the final ~~21201,~~ merger ~~telephone:~~consideration ~~(410)~~allocations ~~237-5900~~are expected to be available on August 15, 2003.

~~F&M~~The ~~Bancorp,~~final ~~with~~stock ~~assets~~price inwas ~~excess of $2 billion~~calculated, isas aprovided ~~bank holding company headquartered~~ in ~~Frederick,~~the ~~Maryland.~~Agreement ~~It’s~~and ~~banking~~ Plan ~~affiliate~~of Merger, ~~Farmers~~on &the ~~Mechanics~~basis ~~Bank,~~of ~~has~~the 48average ~~community~~of ~~offices~~the ~~in seven~~closing ~~counties~~sale inprices ~~Maryland. Farmers~~of & Bankshares ~~Mechanics~~common ~~Bank’s~~stock ~~Hagerstown,~~as ~~MD-based~~reported ~~subsidiary,~~on ~~Keller-Stonebraker Insurance,~~the ~~Inc.~~Nasdaq ~~and~~National ~~its~~Market ~~Beltsville,~~during ~~MD-based subsidiary Potomac Basin Group~~the ~~Associates,~~ ten ~~Inc.,~~consecutive ~~provide~~trading adays ~~full~~during ~~line~~which ofBankshares ~~consumer~~shares ~~and~~were ~~commercial~~traded ~~business insurance~~on ~~products. Residential mortgage services are offered through Classic~~the ~~Mortgage.~~ Nasdaq ~~Visit~~National ~~F&M~~Market ~~Bancorp~~ending on ~~the~~August ~~web~~8, ~~at www~~2003.~~fmbn.com~~

~~Signatures~~The per share cash consideration was calculated, as provided in the Agreement and Plan of Merger, as the quotient obtained by dividing the aggregate value of the cash and stock to be paid by Bankshares in the merger by 10,787,715 which is the total number of shares of F&M Bancorp common stock outstanding as of the close of business on August 8, 2003.

~~Pursuant~~The toper ~~the~~share ~~requirements~~stock ofconsideration ~~the~~was ~~Securities~~calculated, ~~Exchange~~as ~~Act~~provided in the Agreement and Plan of ~~1934~~Merger, ~~the~~ ~~Registrant~~as ~~has~~the ~~duly~~quotient ~~caused~~obtained ~~this~~by ~~report~~dividing tothe beper share ~~signed~~cash onconsideration ~~its~~of ~~behalf~~$50.3703 by the ~~undersigned~~ ~~thereunto~~final ~~duly~~stock ~~authorized~~price of $40.3921.

August 6, 2003	/s/ KAYE A. SIMMONS
	Kaye A. Simmons
	Executive Vice President & Chief Financial Officer

In connection with the proposed transaction, F&M Bancorp and Bankshares have filed a proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “SEC”). Investors and security holders are advised to read the proxy statement/prospectus, because it contains important information. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by F&M Bancorp and Bankshares with the SEC at the SEC’s web site at

http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by F&M Bancorp by contacting Kaye Simmons, F&M Bancorp, 110 Thomas Johnson Drive, Frederick, MD 21702, telephone 888-694-4170 or from F&M Bancorp’s website at www.fmbn.com. Investors and security holders may obtain free copies of the documents filed with the SEC by Bankshares by contacting David Borowy, Mercantile Bankshares Corporation, Two Hopkins Plaza, Baltimore, MD 21201, telephone: 410-347-8361 or from Bankshares’ Web site at www.mercantile.com.

Mercantile Bankshares Corporation, with assets in excess of $11 billion, is a multi-bank holding company headquartered in Baltimore. It has 16 banking affiliates in Maryland, one banking affiliate in Delaware and three in Virginia.

F&M Bancorp, with assets in excess of $2 billion, is a bank holding company headquartered in Frederick, Maryland. It’s banking affiliate, Farmers & Mechanics Bank, has 48 community offices in seven counties in Maryland. Farmers & Mechanics Bank’s Hagerstown, MD-based subsidiary, Keller-Stonebraker Insurance, Inc. and its Beltsville, MD-based subsidiary Potomac Basin Group Associates, Inc., provide a full line of consumer and commercial business insurance products. Residential mortgage services are offered through Classic Mortgage.

Contacts:

Mercantile Bankshares Corporation	F&M Bancorp
David E. Borowy	Kaye A. Simmons
Investor Relations	Executive VP and CFO
410-347-8361	(888) 694-4170
David.Borowy@mercantile.net	ksimm@fmbn.com

Signatures

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 thereunto duly authorized.

August 8, 2003	/s/ KAYE A. SIMMONS
	Kaye A. Simmons
	Executive Vice President & Chief Financial Officer

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