Mail Stop 4561
								July 25, 2005

Neil W. Hayslett
Senior Vice President and CFO
P.O. Box 1111
Timberville, Virginia 22853

Re:	F&M Bank Corp.
	Item 4.01 Form 8-K
      Filed January 26, 2005
	File No.  000-13273

Dear Mr. Hayslett:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 4.01 Changes in Registrant`s Certifying Accountant
1. In the 8-K filed January 26, 2005 you disclosed that on January
20, 2005, F&M Bank Corp. determined that, effective after its
completion of the audit for the fiscal year ended December 31,
2004,
S.B. Hoover & Company, LLP will serve as the internal auditor of
F&M
and will not be reappointed as F&M`s independent auditor for the
fiscal year ending December 31, 2005.  Please amend your Form 8-K
to
disclose the date your relationship with your former auditor
ended.
Also, include as an exhibit a letter from your former auditors
addressing the revised disclosures.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
You may wish to provide us with

marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3695.


							Sincerely,



							Chris Harley
							Staff Accountant


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Neil W. Hayslett
Senior Vice President and CFO
F&M Bank Corp.
July 25, 2005
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