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 23, 1998

                                    FCNB Corp

             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                         <C>                        <C>    
                         
         Maryland                                         0-15645                                       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 23,  1998,  FCNB Corp  (the  "Company")  announced  that it had
entered  into  an  Agreement  and  Plan  of   Reorganization   and  Merger  (the
"Agreement")  with  Capital  Bank,  National  Association,  Rockville,  Maryland
("Capital"),  pursuant to which Capital would be merged (the  "Merger") with and
into FCNB Bank, Frederick,  Maryland, the Company's wholly owned subsidiary bank
(the "Bank"), with the Bank surviving the Merger. The Merger is intended to be a
tax-free  exchange of shares,  in connection  with which,  each share of Capital
common stock will be converted  into shares of FCNB Common Stock having a value,
determined in accordance with the Agreement, of $40.00, subject to adjustment in
certain  circumstances  as set forth in the  Agreement.  In connection  with the
Merger  Agreement,  Capital  has  granted the Company an option to acquire up to
248,278,  or up to 19.9  percent of the  outstanding  shares of  Capital  common
stock, under certain circumstances.

         FCNB anticipates that it will issue  approximately  1,300,000 shares in
connection with the  transaction,  subject to adjustment,  for an aggregate deal
value of approximately $42 million.  At March 31, 1998, Capital had total assets
of  approximately  $156.4  million,   deposits  of  $128.0  million,  and  total
shareholders'  equity of $11.14  million.  For the three  months ended March 31,
1998 and the year  ended  December  31,  1997,  Capital  had net  income of $386
thousand and $1.22 million, respectively. It is anticipated that the merger will
be accounted for as a pooling of interests.  FCNB anticipates that it will incur
pretax one-time charges of approximately  $1.75 million upon consummation of the
merger.  The  consummation  of the  merger  remains  subject to  regulatory  and
shareholder  approvals,  and the  satisfaction of a number of other  conditions.
FCNB  currently  anticipates  that the merger would be consummated in the fourth
quarter of 1998.

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 29, 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": "98656712"}, "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 23, 1998

                                    FCNB Corp

             (Exact name of registrant as specified in its charter)
Maryland                                         0-15645                                       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 23,  1998,  FCNB Corp  (the  "Company")  announced  that it had
entered  into  an  Agreement  and  Plan  of   Reorganization   and  Merger  (the
"Agreement")  with  Capital  Bank,  National  Association,  Rockville,  Maryland
("Capital"),  pursuant to which Capital would be merged (the  "Merger") with and
into FCNB Bank, Frederick,  Maryland, the Company's wholly owned subsidiary bank
(the "Bank"), with the Bank surviving the Merger. The Merger is intended to be a
tax-free  exchange of shares,  in connection  with which,  each share of Capital
common stock will be converted  into shares of FCNB Common Stock having a value,
determined in accordance with the Agreement, of $40.00, subject to adjustment in
certain  circumstances  as set forth in the  Agreement.  In connection  with the
Merger  Agreement,  Capital  has  granted the Company an option to acquire up to
248,278,  or up to 19.9  percent of the  outstanding  shares of  Capital  common
stock, under certain circumstances.

         FCNB anticipates that it will issue  approximately  1,300,000 shares in
connection with the  transaction,  subject to adjustment,  for an aggregate deal
value of approximately $42 million.  At March 31, 1998, Capital had total assets
of  approximately  $156.4  million,   deposits  of  $128.0  million,  and  total
shareholders'  equity of $11.14  million.  For the three  months ended March 31,
1998 and the year  ended  December  31,  1997,  Capital  had net  income of $386
thousand and $1.22 million, respectively. It is anticipated that the merger will
be accounted for as a pooling of interests.  FCNB anticipates that it will incur
pretax one-time charges of approximately  $1.75 million upon consummation of the
merger.  The  consummation  of the  merger  remains  subject to  regulatory  and
shareholder  approvals,  and the  satisfaction of a number of other  conditions.
FCNB  currently  anticipates  that the merger would be consummated in the fourth
quarter of 1998.

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 29, 1998