================================================================================

                       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): January 28, 1999



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


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


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



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


================================================================================
<PAGE>



FCNB Corp (the  "Company")  announced  today that it has restated fourth quarter
1998 and full year 1998  earnings as a result of a one-time,  additional  charge
for income taxes relating to its 1996 merger with Laurel Bancorp,  Inc (Laurel).
The Company has been notified by the Internal Revenue Service (the Service) that
the Service  has taken under  review the  company's  treatment  of an income tax
reserve for bad debts relating to the company's  1996  acquisition of Laurel and
its  subsidiary  thrift.  As a part of its  acquisition  of Laurel,  the Company
assumed an  unrecorded  deferred  tax  liability of  approximately  $1.6 million
related to the  special bad debt  deduction  for years  before  December 1, 1988
which thrifts were  allowed.  The Company  determined  that  recognition  of the
deferred tax  liability was not required as a result of the merger of Laurel and
its subsidiary into the company and its subsidiary  bank. The Service has raised
issues  related to the  availability  of an exemption  from recapture of the bad
debt  reserve.  The Company is reviewing  the  Service's  position.  The Company
intends to vigorously contest the additional  assessment,  but has accrued $1.75
million as a reserve against such liability, reducing reported earnings and book
value by approximately $0.17 per share. There can be no assurance, however, that
the  Company's  argument  will  prevail.  As a result  of the  reserve  accrual,
reported  earnings  for the  fourth  quarter  have  been  restated  as a loss of
$252,000,  or $0.03 per basic share;  1998  earnings have been restated as $8.06
million,  or $0.80 per basic share. Core earnings of $2.8 million,  or $0.28 per
basic share,  and $11.2 million,  or $1.12 per basic share,  for the quarter and
year, respectively, remain unchanged.


<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: 
                                                  ------------------------------
                                                  A. Patrick Linton, President


Dated: January 28, 1999
<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:  January 28, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4194}]
{"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": "99515046"}, "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): January 28, 1999

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

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

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

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

================================================================================
FCNB Corp (the  "Company")  announced  today that it has restated fourth quarter
1998 and full year 1998  earnings as a result of a one-time,  additional  charge
for income taxes relating to its 1996 merger with Laurel Bancorp,  Inc (Laurel).
The Company has been notified by the Internal Revenue Service (the Service) that
the Service  has taken under  review the  company's  treatment  of an income tax
reserve for bad debts relating to the company's  1996  acquisition of Laurel and
its  subsidiary  thrift.  As a part of its  acquisition  of Laurel,  the Company
assumed an  unrecorded  deferred  tax  liability of  approximately  $1.6 million
related to the  special bad debt  deduction  for years  before  December 1, 1988
which thrifts were  allowed.  The Company  determined  that  recognition  of the
deferred tax  liability was not required as a result of the merger of Laurel and
its subsidiary into the company and its subsidiary  bank. The Service has raised
issues  related to the  availability  of an exemption  from recapture of the bad
debt  reserve.  The Company is reviewing  the  Service's  position.  The Company
intends to vigorously contest the additional  assessment,  but has accrued $1.75
million as a reserve against such liability, reducing reported earnings and book
value by approximately $0.17 per share. There can be no assurance, however, that
the  Company's  argument  will  prevail.  As a result  of the  reserve  accrual,
reported  earnings  for the  fourth  quarter  have  been  restated  as a loss of
$252,000,  or $0.03 per basic share;  1998  earnings have been restated as $8.06
million,  or $0.80 per basic share. Core earnings of $2.8 million,  or $0.28 per
basic share,  and $11.2 million,  or $1.12 per basic share,  for the quarter and
year, respectively, remain unchanged.
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: 
                                                  ------------------------------
                                                  A. Patrick Linton, President

Dated: January 28, 1999
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:  January 28, 1999