8-K

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

Date of Report: April 22, 2004

Date of earliest event reported: April 22, 2004

Commission File No. 0-10587

FULTON FINANCIAL CORPORATION

(Exact Name of Registrant as specified in its charter)

Pennsylvania	23-2195389
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification Number)

One Penn Square, P.O. Box 4887, Lancaster, PA	17604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (717) 291-2411

Item 7. Financial Statement and Exhibits

Exhibit
99.1	Annual Meeting Presentation Slides
99.2	Annual Meeting Script re: Presentation Slides

Item 9. Regulation FD Disclosure

Pursuant to Regulation FD, information is being attached to this Current Report regarding a presentation made by Rufus A. Fulton, Jr., President and Chief Executive Officer of Fulton Financial Corporation (“Fulton”) and R. Scott Smith, Jr., President and Chief Operating Officer of Fulton, at Fulton’s Annual Meeting of Shareholders, held April 22, 2004, providing an overview of Fulton’s strategy and performance. That presentation is attached hereto as Exhibit 99.1. The text of the script for this presentation is attached hereto as Exhibit 99.2.

The presentation may contain forward-looking statements about Fulton’s growth and acquisition strategies, new products and services, and future financial performance, including earnings and dividends per share, return on average assets, return on average equity, efficiency ratio and capital ratio. Forward-looking statements are encouraged by the Private Securities Litigation Reform Act of 1995. Such forward-looking information is based upon certain underlying assumptions, risks and uncertainties. Because of the possibility of change in the underlying assumptions, actual results could differ materially from these forward looking statements. Risks and uncertainties that may affect future results include: pricing pressures on loans and deposits, actions of bank and non-bank competitors, changes in local and national economic conditions, changes in regulatory requirements, actions of the Federal Reserve Board, Fulton’s success in merger and acquisition integration, and customer acceptance of Fulton’s products and services. Fulton undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Fulton Financial Corporation has caused this Report to be signed on its behalf by the undersigned hereunto fully authorized.

FULTON FINANCIAL CORPORATION
By:	/s/    Charles J. Nugent
	Charles J. Nugent Senior Executive Vice President and Chief Financial Officer

Date: April 22, 2004

EX-99.1

Exhibit 99.1

Fulton Financial Corporation

2004 Annual Meeting April 22, 2004

1

Safe Harbor statement

The following presentation may contain forward-looking statements about Fulton Financial Corporation’s growth and acquisition strategies, new products and services, and future financial performance, including earnings and dividends per share, return on average assets, return on average equity, efficiency ratio and capital ratio. Forward-looking statements are encouraged by the Private Securities Litigation Reform Act of 1995.

Such forward-looking information is based upon certain underlying assumptions, risks and uncertainties. Because of the possibility of change in the underlying assumptions, actual results could differ materially from these forward-looking statements. Risks and uncertainties that may affect future results include: pricing pressures on loans and deposits, actions of bank and non-bank competitors, changes in local and national economic conditions, changes in regulatory requirements, actions of the Federal Reserve Board, the Corporation’s success in merger and acquisition integration, and customers’ acceptance of the Corporation’s products and services.

2

Rufus A. Fulton, Jr.

Chairman and CEO

Introduction and Message to Shareholders

3

2004 Annual Report:

Consistent Performance

4

Annual Report Highlights

5

Annual Report Highlights

6

Milestones of 2003

Fulton Financial Corporation

7

Premier Bank

Doylestown Office

Executive Office

8

Premier Bank offices

Southampton Office

Yardley Office

9

Premier Bank offices

Montgomeryville Office

Bensalem Office

Abington Office

10

Bank Insurance & Securities

11

Resource Bamk

. Double-digit growth in earnings per share, deposits and loans

. Ranked 5th in three-year return on equity

. The only Virginia-based bank with offices in Virginia’s three major markets

. Market area accounts for over 73% of all deposits in the state

12

Lawrence N. Smith

13

Acquisitions

. Resource Bank

. Premier Bank

. Drovers & Mechanics Bank

. 18 Sovereign Bank Branches

. Dearden, Maguire, Weaver and Barrett, Inc.

. Skylands Community Bank

. Ambassador Bank of the Commonwealth

. Lebanon Valley National Bank

. Peoples Bank of Elkton

. Woodstown National Bank & Trust Company

. Bank of Gloucester County

. Delaware National Bank

. Central Pennsylvania Savings Association

. Hagerstown Trust Company

. Denver National Bank

. Great Valley Savings Assn.

. First National Bank of Danville

. Second National Bank of Nazareth

. Lafayette Trust Bank

. Pen Argyl National Bank

. Swineford National Bank

. Farmers Trust Bank

14

Possible future expansion

Current Markets

Future Expansion

15

New Ag Business

.$ 165 million

. 350 new clients

. Located in Pennsylvania and Delaware

. #1 Ag lender in Pennsylvania and the northeast

. Lenders have joined our team

16

Fulton Mortgage Company

Mortgage Originations:

. 2003: $1.1 billion

. 2002: $800 million

17

Fulton Financial Corporation

2004 Annual Meeting April 22, 2004

18

Scott Smith

President and Chief Operating Officer

2003 Financial Performance

19

Corporate Profile (as of 12/31/03)

.? 9.8 billion in assets (Rank: 56th)

.? 2.59 billion in market capitalization

(Rank: 49th)

. 2nd largest commercial bank headquartered in the Third Federal Reserve District

20

Where are we located?

The Bank

Delaware National Bank

FNB Bank

Fulton Bank

Hagerstown Trust

Lafayette Ambassador Bank

Lebanon Valley Farmers Bank

The peoples Bank of Elkton

Premier Bank

Resource Bank

Skylands Community Bank

Swineford National Bank

21

Accomplishments

. 22 consecutive years of record earnings

. 8.8% compounded annual growth rate in earnings per share

. 29 consecutive years of dividend increases

. 10.3% compounded annual growth rate in dividends per share

. Proven business model

. Consistently high performance

22

Fulton Financial Corporation

. Record earnings

. High asset quality

. Strong net interest margin

. Prudent expense control

23

2003 Performance

$ 1.28 Net income per share

(4.1% increase over 2002)

$ 0.623 Cash dividends per share

(11.4% increase over 2002)

1.57% Return on Assets

15.45% Return on Equity

53.80% Efficiency Ratio

24

Five-Year Performance

1998 2003

Net income per share $ .88 $1.28

Cash dividends per share $ .37 $.62

Return on assets 1.60% 1.57%

Return on equity 15.06% 15.45%

Efficiency ratio 55.3% 53.8%

Dividend payout 41.6% 48.7%

All information is as originally reported

25

2003 Total Return

Institution/Index Percent Change

Nasdaq Nat’l Market 50.77

FULTON FINANCIAL 34.33

Nasdaq Bank Index 33.03

NYSE Bank Index 31.79

S&P 500 28.67

Dow Jones 28.26

Large Banks 25.59

Peer Group 24.39

26

Five-Year Total Return

Institution/Index Percent change

FULTON FINANCIAL 80.85

Nasdaq Banks 77.73

Peer Group 50.59

NYSE Banks 42.00

Large Banks 25.40

Dow Jones 24.97

S&P 500 -2.81

Nasdaq Nat’l. Market -7.04

27

Wall Street Journal (3/8/04)

Ranking of Banks by 5-Year Average Compound Annual Total Return*

. 62 banks listed

. 43 banks ranked lower than Fulton,

including Wells Fargo, Bank of America, Marshall & Ilsley, Wilmington Trust, Mercantile, Synovus, Fifth Third, PNC, BB&T, Wachovia, J.P. Morgan Chase and Bank of New York

. 18 banks ranked higher than Fulton,

including Commerce, M&T, North Fork, and Valley National

*includes price changes and dividend reinvestment

28

Stock Performance (1982-2003)

1982—100 shares—$1,750

2003—1,567 shares—$34,317

15 return WITHOUT

%dividend reinvestment

29

Stock Performance (1982-2003)

1982—100 shares—$1,750

2003—3,322 shares—$72,752

19 return WITH

%dividend reinvestment

30

Stock Highlights

Average daily trading volume 116,730

Number of Analysts 11

Number of Market Makers 35

Number of shares outstanding 117.2 million

Market capitalization $2.59 billion

31

Employee Stock Ownership

. 70% of our employees collectively own more than 2 million shares of FFC stock

. Stock options help us to retain long-term, loyal employees

32

Employee Retention

1999 2000 2001 2002 2003

Exempt

Non-exempt

Overall

33

Analysts

. Citigroup Smith Barney Hold

. Cohen Bros Outperform

. Ferris Baker Watts Strong Buy

. Janney Montgomery Scott Hold

. Keefe Bruyette & Woods Marketperform

. Legg Mason Wood Walker Hold

. McDonald Investments Buy

. Moors & Cabot Hold

. RBC Capital Markets Underperform

. Ryan Beck Outperform

. Sandler O’Neill & Partners Hold

34

Accounting/Auditing

. Compliance with accounting standards

. Designated a financial expert

. Disclosure committee

. Enhanced Audit Committee role

. CEO and CFO certifications

. Audit Committee approval of financial filings

35

http://www.fult.com

36

Fulton Financial Corporation

2004 Annual Meeting April 22, 2004

37

EX-99.2

Exhibit 99.2

Slide 1	Welcome to the Annual Meeting
Slide 2	Safe Harbor Statement
Slide 3	Rufus A. Fulton, Jr.’s remarks
Slide 4	This year, our message to shareholders focuses on one of the hallmarks of our company: consistent performance. To illustrate this concept, we have used the visual depiction of a symphony orchestra.
Slide 5	While you may think of a bank, which focuses largely on the science of numbers, and an orchestra, which emphasizes the art of music, as being inherently different, there are many similarities in how each accomplishes its respective mission.
Slide 6	At the root of each organization are caring people, inspiring each other to collectively perform their roles to the best of their ability. They blend talent with a diverse set of required skills to create something an audience will truly appreciate.
	At Fulton Financial, that’s how we perform together. The feature that sets us apart from our competitors is the quality of our people.
	We devote significant resources to creating career success for our employees. As they perform to the best of their abilities, their audience, comprised of our shareholders and customers as well as our communities, benefits and realizes financial success.
Slide 7	The information we will share with you today on our 2003 financial performance clearly demonstrates our success in this endeavor.
	In a few minutes, Scott Smith will share our financial performance with you.
	But right now, I would like to reflect on the milestones of last year, all of which were accomplished through the efforts of our more than 3600 dedicated employees.
Slide 8	In January 2003, we announced our intent to acquire Premier Bancorp, Inc., based in Doylestown, Bucks County, Pennsylvania.
Slide 9	This transaction was completed in August. Premier Bank now operates six community banking offices in Montgomery and Bucks Counties, the second and third wealthiest counties in Pennsylvania after Chester County.
Slide 10	Premier Bank also had two branches in the Lehigh Valley that became part of our Lafayette Ambassador Bank affiliate.
Slide 11	In March, Fulton Financial Advisors was recognized nationally by The Bank Insurance and Securities Association as the community-based bank brokerage program of the year.
	In addition to overall program excellence, award criteria included productivity as well as low employee turnover, compliance, customer satisfaction and reputation within the industry.
	On the screen, you see Jim McCurdy, who heads our brokerage area, featured on the cover of the Summer 2003 issue of the organization’s magazine, which also included an overview of our brokerage program.
Slide 12	In August, we announced our intent to acquire Resource Bankshares, based in Virginia Beach, and the acquisition was completed on April 1 of this year.

	Resource fits well with our strategy of acquiring well-managed, profitable banks with strong asset quality and with talented, dedicated people.
	We are pleased that our entry into the Virginia market has aligned us with such a high caliber organization.
	Over the last few years, they have produced strong double-digit growth in earnings per share, deposits and loans.
	In addition, they were ranked fifth in the nation among banks with assets under $1 billion for their three-year average return on equity of 21.47%, as reported in the July 2003 issue of U.S. Banker magazine.
	Resource is the only Virginia-based bank with offices in that state’s three major markets: Hampton Roads, Richmond and Northern Virginia. The bank’s market area accounts for over 73 percent of all deposits in that state.
Slide 13	Earlier, I introduced Ted Grell, CEO of Resource Bank. Now I would like to ask Lawrence Smith, chairman of the board of Resource Bank, to stand. Lawrence and many of Resource Bank’s directors have joined us here today – please give them a warm welcome.
Slide 14	Here you can see a list of the acquisitions we have made since the holding company was formed. These acquisitions have added considerably to the assets of our company.
Slide 15	In the past, we have shared this map to illustrate where we have a desire to expand our corporate footprint.
	As you can see the area shaded in blue shows the markets in which we currently have a presence, while the area shaded in light orange shows potential areas for future expansion.
Slide 16	Continuing on with other milestones of last year: in December, we purchased $165 million in agricultural loans in Pennsylvania and Delaware from Wachovia.
	This acquisition has made us the number one agricultural lender in Pennsylvania and the northeast.
	This acquisition underscores our organization’s 122-year-old commitment to the agricultural community and enables us to utilize our expertise on behalf of these 350 new customers.
	We have already begun to expand our banking relationships with many of them. We are also pleased that a number of the relationship managers who previously worked with these clients at Wachovia have now become a part of the Fulton agricultural lending department. This purchase enables us to achieve further economies of scale by leveraging our ag resources.
Slide 17	In 2003, Fulton Mortgage Company originated a record $1.1 billion in mortgages, as compared to $800 million in 2002, making this product line the second largest contributor to our non-interest income.
Slide 18	We are proud of the accomplishments of the past year and we will work to continue our strong performance in the future.
Slide 19	R. Scott Smith, Jr.’s remarks
Slide 20	We ended last year with $9.8 billion in assets and nearly $2.6 billion in market capitalization, making us the 2nd largest commercial bank headquartered in the Third Federal

	Reserve District.
Slide 21	At year-end, we had 200 banking offices and 226 automated teller machines located throughout Pennsylvania, New Jersey, Maryland and Delaware. On April 1, we added six more banking offices when we finalized our acquisition of Resource Bankshares in Virginia, as Rufus mentioned.
Slide 22	We have achieved significant accomplishments over the years. As a holding company, we have produced 22 consecutive years of record earnings.
	Our compounded annual growth rate in earnings per share as originally reported has been 8.8% since the holding company was formed.
	Going back a little further, we have also had 29 consecutive years of dividend increases.
	Since 1982 when the holding company was formed, our dividends have increased at an annual rate of 10.3 percent. We would expect this trend to continue in the future.
	As you can see, we have a proven business model that has enabled us to maintain consistently high performance.
Slide 23	As shareholders, you will see that the qualities you have come to expect from us – record earnings, high asset quality, a strong net interest margin and prudent expense control – were again evident in last year’s results.
Slide 24	In 2003, our net income per share was $1.28, a 4.1 percent increase over the $1.23 reported in 2002.
	Our cash dividends per share were 62.3 cents, an 11.4% increase over 2002.
	These results represent a return on assets of 1.57% and a return on equity of 15.45%. Our efficiency ratio for the year was 53.8%.
Slide 25	Here you can see our performance over the past five years in six key areas.
	You will note that our performance has improved in almost all of these areas during this time period, and has equaled or exceeded the performance of our peers.
Slide 26	Last year’s total return to shareholders, which includes both price appreciation and dividends paid, was just over 34%. This compares very favorably to overall market benchmarks.
Slide 27	As we review our stock performance quarter-to-quarter and year-to-year, it is important not to lose sight of our superior total return to shareholders.
	Over the last five years, Fulton’s total return was over 80%.
Slide 28	The Wall Street Journal publishes long-and short-term total return data for the nation’s top 1000 companies ranked by market capitalization.
	Out of the 62 banks on this list, Fulton ranked 19th. This slide gives you an idea of where we ranked relative to our peers and the Top 50 banks in the country.
Slide 29	And since 1982, long-term shareholders have experienced attractive returns.
	For example, if you owned 100 shares of Fulton Financial stock on June 30, 1982 when the Corporation was formed, your investment was $1,750.

	By doing nothing more than holding on to those shares, as of December 31, 2003, you would have owned 1,567 shares valued at $34,317 for a compounded annual rate of return of 15 percent over the 22-year period.
Slide 30	If you had taken advantage of our dividend reinvestment plan, that same investment of $1,750 in 1982 would have had a 2003 year-end market value of $72,752.
	This equals 3,322 shares, for a compounded annual rate of return of 19 percent.
	Incidentally, if you are not currently reinvesting dividends and would like to do so, or if you would like your dividends automatically deposited to one of your accounts, you may arrange this by calling the toll-free shareholder services number found in your annual report.
Slide 31	The average daily trading volume of our stock has reached a level of nearly 117,000 shares.
	Eleven analysts now follow our company, and 35 firms make a market in our stock.
	We have more than 117 million shares outstanding which, as I mentioned earlier, provides a market capitalization of nearly $2.6 billion.
Slide 32	In addition, seventy percent of our more than 3,600 employees collectively own more than two million shares of Fulton stock.
	Our stock has also been valuable in helping us to recruit and retain key long-term employees through the utilization of stock options.
Slide 33	As you can see, our overall retention rate of over 80 percent would indicate that our efforts to create career success for our employees appear to be effective.
Slide 34	Here you can see the list of the eleven analysts who follow our company, along with each of their current recommendations.
	Four of the eleven have us as a “buy;” six have us as a “hold” and one has us as an “underperform.” One-year price targets among the group range from a low of $19 to a high of $25.
Slide 35	Moving now into the area of corporate governance, you have undoubtedly heard a great deal about the Sarbanes-Oxley Act.
	Over the last year, we have worked to be in full compliance with its provisions.
	Our activity has focused on formalizing initiatives we already had in place, for example, our written Code of Conduct.
	We have addressed all Sarbanes-Oxley provisions and related SEC regulations, including those concerning director nominations and shareholder communications, as well as the recently announced NASDAQ listing standards. We have designated a financial expert on our audit committee and formed a corporate disclosure committee.
	This committee is comprised of senior officers and it reviews all of our financial disclosures to make sure they are in compliance.
	This review includes receiving certifications as well as a disclosure checklist from each business line manager and affiliate CEO.

	We have established a dedicated phone line through which employees can bring financial accounting concerns to management’s attention anonymously. The role of our audit committee, which is made up of all independent directors, has also been expanded.
	Our audit committee must approve our financial information before it is filed with the Securities and Exchange Commission
	This approval is not given until the audit committee meets with our outside auditors and disclosure committee representatives.
Slide 36	There is one other initiative that I am very pleased to be able to unveil for you today.
	We have just completed a major redesign of our corporate website, which was designed with shareholders and investors in mind.
	When you visit this site, located at F-U-L-T dot–com., you will now have access to a wide variety of financial information, including analyst’s estimates, a list of our market makers, deposit marketshare information, our credit ratings, a basis calculator and an e-mail notification to provide you with automatic, up-to-date information on our company.
	All of this can be found in an attractive, user-friendly environment.
Slide 37	It has certainly been a pleasure to share with you our successful performance over the past year as well as a few early milestones of 2004.
	We remain committed to ensuring that you receive an appropriate return on your investment, and we thank you for your support of Fulton Financial and your confidence in the work of the employees who make up the Fulton Financial family.