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): September 2, 1998


                                    FCNB CORP
             (Exact name of registrant as specified in its charter)


            MARYLAND                                    52-1479635
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)          


  7200 FCNB COURT, FREDERICK, MARYLAND                              21703
(Address of principal executive offices)                          (Zip Code)


        Registrant's telephone number, including area code: (301)662-2191


<PAGE>




Item 5. Other Events.

     On September 2, 1998 FCNB Corp (the "Company") announced that it has signed
a definitive agreement to acquire Frederick Underwriters,  Inc. headquartered in
Frederick,  Maryland and its affiliated  agencies - Phillips  Insurance  Agency,
Inc.  and Carroll  County  Insurance  Agency,  Inc.  The Company  will  exchange
approximately 413,000 shares of its common stock for shares of the agencies in a
tax-free  transaction,  which is anticipated to be accounted for as a pooling of
interest.  With 1997 revenues  approaching $6 million,  Frederick  Underwriters,
Inc.  is one of the  largest  independent  insurance  agencies  in the  state of
Maryland. The transaction is subject to shareholder and regulatory approvals and
is expected to close in the fourth quarter of 1998.


<PAGE>


                                   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 hereunto duly authorized.

                                                 FCNB CORP

                                                 By:   /s/ A. Patrick Linton
                                                    ----------------------------
                                                    A. Patrick Linton, President

Dated:  September 2, 1998
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{"company-data": {"conformed-name": "FCNB CORP", "cik": "0000803644", "assigned-sic": "6022", "irs-number": "521479635", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-15645", "film-number": "98703162"}, "business-address": {"street1": "7200 FCNB COURT", "city": "FREDERICK", "state": "MD", "zip": "21703", "phone": "3016622191"}, "mail-address": {"street1": "PO BOX 240", "city": "FREDERICK", "state": "MD", "zip": "21705-0240"}}
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): September 2, 1998

                                    FCNB CORP
             (Exact name of registrant as specified in its charter)

            MARYLAND                                    52-1479635
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)          

  7200 FCNB COURT, FREDERICK, MARYLAND                              21703
(Address of principal executive offices)                          (Zip Code)

        Registrant's telephone number, including area code: (301)662-2191
Item 5. Other Events.

     On September 2, 1998 FCNB Corp (the "Company") announced that it has signed
a definitive agreement to acquire Frederick Underwriters,  Inc. headquartered in
Frederick,  Maryland and its affiliated  agencies - Phillips  Insurance  Agency,
Inc.  and Carroll  County  Insurance  Agency,  Inc.  The Company  will  exchange
approximately 413,000 shares of its common stock for shares of the agencies in a
tax-free  transaction,  which is anticipated to be accounted for as a pooling of
interest.  With 1997 revenues  approaching $6 million,  Frederick  Underwriters,
Inc.  is one of the  largest  independent  insurance  agencies  in the  state of
Maryland. The transaction is subject to shareholder and regulatory approvals and
is expected to close in the fourth quarter of 1998.
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 hereunto duly authorized.

                                                 FCNB CORP

                                                 By:   /s/ A. Patrick Linton
                                                    ----------------------------
                                                    A. Patrick Linton, President

Dated:  September 2, 1998