SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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):   June 9, 1998

                                    FCNB Corp

             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>                                                  <C>                                <C>       
         Maryland                                    0-                                 52-1479635
(State or other jurisdiction           (Commission file number)       (IRS Employer Identification Number)
    of incorporation)

</TABLE>

                   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 June 9, 1998 FCNB Corp,  Frederick,  Maryland  ("FCNB"),  announced
that it had delayed the pricing and sale of 1,400,000 Trust Preferred Securities
(the  "Preferred  Securities")  proposed to be issued by FCNB Capital  Trust,  a
Delaware  business  trust  organized  by FCNB for the  purpose  of  issuing  the
Preferred Securities.  The pricing and sale were delayed in order to accommodate
pending   negotiations  for  the  acquisition  by  FCNB  of  another   financial
institution  in a stock for  stock  transaction.  The  proposed  transaction  is
subject to the negotiation and execution of a definitive agreement.

         The  institution  proposed to be acquired has total assets of less than
20% of FCNB's  total  assets as of March 31, 1998.  It is  anticipated  that the
transaction  would be accounted for as a pooling of interests.  The terms of the
agreement  remain  subject to negotiation  and the currently  proposed terms may
differ from the terms ultimately agreed upon. However,  based upon the currently
proposed terms,  FCNB anticipates that the transaction would not have an adverse
effect on the earnings or cash flows of FCNB, and would not adversely impact the
ability of FCNB to service  its debt  obligations,  including  those which would
arise in connection with the Preferred Securities offering.

         There  can be no  assurance  that  FCNB  will be able  to  negotiate  a
definitive  agreement for the proposed  transaction,  or if the  transaction  is
consummated,  that it will ultimately increase the earnings, earnings per share,
cash flows, book value or share price of FCNB.



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
---------------------------------------------------------------------------

(a)  Financial Statements of Business Acquired.  Not applicable.

(b)  Pro Forma Financial Information.  Not Applicable.

(c)  Exhibits.  None.



<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:  June 9, 1998
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3569}]
{"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": "98644429"}, "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, DC 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):   June 9, 1998

                                    FCNB Corp

             (Exact name of registrant as specified in its charter)
Maryland                                    0-                                 52-1479635
(State or other jurisdiction           (Commission file number)       (IRS Employer Identification Number)
    of incorporation)
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 June 9, 1998 FCNB Corp,  Frederick,  Maryland  ("FCNB"),  announced
that it had delayed the pricing and sale of 1,400,000 Trust Preferred Securities
(the  "Preferred  Securities")  proposed to be issued by FCNB Capital  Trust,  a
Delaware  business  trust  organized  by FCNB for the  purpose  of  issuing  the
Preferred Securities.  The pricing and sale were delayed in order to accommodate
pending   negotiations  for  the  acquisition  by  FCNB  of  another   financial
institution  in a stock for  stock  transaction.  The  proposed  transaction  is
subject to the negotiation and execution of a definitive agreement.

         The  institution  proposed to be acquired has total assets of less than
20% of FCNB's  total  assets as of March 31, 1998.  It is  anticipated  that the
transaction  would be accounted for as a pooling of interests.  The terms of the
agreement  remain  subject to negotiation  and the currently  proposed terms may
differ from the terms ultimately agreed upon. However,  based upon the currently
proposed terms,  FCNB anticipates that the transaction would not have an adverse
effect on the earnings or cash flows of FCNB, and would not adversely impact the
ability of FCNB to service  its debt  obligations,  including  those which would
arise in connection with the Preferred Securities offering.

         There  can be no  assurance  that  FCNB  will be able  to  negotiate  a
definitive  agreement for the proposed  transaction,  or if the  transaction  is
consummated,  that it will ultimately increase the earnings, earnings per share,
cash flows, book value or share price of FCNB.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
---------------------------------------------------------------------------

(a)  Financial Statements of Business Acquired.  Not applicable.

(b)  Pro Forma Financial Information.  Not Applicable.

(c)  Exhibits.  None.
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:  June 9, 1998