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): March 16, 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>




Item 5. Other Items.

FCNB Corp (the  "Company") and First  Frederick  Financial Corp have announced a
definitive  agreement  through which First  Frederick  Financial  Corp.  and its
wholly-owned  banking subsidiary,  First Bank of Frederick,  will merge with and
into the  Company  and its  wholly-owned  banking  subsidiary  FCNB  Bank,  both
headquartered in Frederick,  Maryland. The merger is valued at approximately $37
million based on closing  stock prices as of March 11, 1999.  Through First Bank
of Frederick,  First Frederick Financial operates 6 full-service banking offices
and had $123 million in assets as of December 31, 1998.

In the merger, shareholders of First Frederick Financial Corp. common stock will
receive 1.0434 shares of the Company's common stock,  valuing the deal at $20.74
per First Frederick Financial Corp. share as of March 11, 1999.

The merger is expected to be accretive to both the Company's  earnings per share
and return on average  equity in the first year  following  consummation  of the
deal,  which is expected in the third quarter of 1999.  The Company  anticipates
gaining significant operating  efficiencies through consolidation of both branch
locations  and back  office  operations.  As a result  of the  transaction,  The
Company  expects to realize  approximately  $2.7 million of after-tax,  one-time
charges.

Upon completion of the transaction,  The Company will have  approximately  $1.46
billion in assets.

FCNB Bank,  The Company's  financial  services  franchise,  has 32  full-service
offices in Frederick, Carroll, Montgomery,  Baltimore, Howard, Anne Arundel, and
Prince  George's  Counties of  Maryland,  Washington,  DC, and  Fairfax  County,
Virginia. FCNB Bank is a member FDIC and an Equal Housing Lender.

The Company has made  forward-looking  statements  in the  accompanying  analyst
presentation  materials  that are  subject  to risks  and  uncertainties.  These
statements  are based on the beliefs and  assumptions  of the  management of The
Company, and on the information  available to management at the time the analyst
presentation  materials were prepared.  In particular,  the analyst materials in
this report include  statements  regarding  estimated  earnings per share of The
Company on a stand alone basis, expected cost savings from the merger, estimated
restructuring  charges  relating to the  merger,  estimated  increases  in First
Frederick Financial Corp's fee income ratio, the anticipated accretive effect of
the merger, and The Company's  anticipated  performance in future periods.  With
respect to estimated  cost savings and  restructuring  charges,  The Company has
made assumptions about,  among other things,  the extent of operational  overlap
between The Company and First  Frederick  Financial  Corp, the amount of general
and  administrative  expense  consolidation,  costs relating to converting First
Frederick  Financial  Corp  operations  and  data  processing  to The  Company's
systems, the size of anticipated  reductions in fixed labor costs, the amount of
severance expenses, the extent of the charges that may be necessary to align the
companies' respective  accounting reserve policies,  and the cost related to the
merger. The realization of cost savings and the amount of restructuring  charges
are subject to the risk that the foregoing assumptions are inaccurate.

Any statements in the accompanying  exhibit regarding the anticipated  accretive
effect of the merger and The Company's anticipated performance in future periods
are  subject  to  risks   relating  to,  among  other   things,   the  following
possibilities:  (1) expected  cost savings from this merger or other  previously
announced mergers may not be fully realized or realized within the expected time
frame;


<PAGE>



(2) deposit attrition,  customer loss or revenue loss following proposed mergers
may be greater than expected;  (3)  competitive  pressure  among  depository and
other  financial   institutions  may  increase   significantly;   (4)  costs  or
difficulties related to the integration of the businesses of The Company and its
merger partners,  including First Frederick  Financial Corp, may be greater than
expected;  (5) changes in the interest rate environment may reduce margins;  (6)
general economic or business conditions, either nationally or regionally, may be
less favorable than expected,  resulting in, among other things, a deterioration
in credit quality, or a reduced demand for credit; (7) legislative or regulatory
changes,  including  changes in accounting  standards,  may adversely affect the
businesses in which The Company and First Frederick  Financial Corp are engaged;
(8) adverse changes may occur in the securities markets;  and (9) competitors of
The  Company  and First  Frederick  Financial  Corp may have  greater  financial
resources  and develop  products  that enable such  competitors  to compete more
successfully than The Company and First Frederick Financial Corp.

The Company believes these forward-looking  statements are reasonable;  however,
undue reliance should not be placed on such  forward-looking  statements,  which
are  based on  current  expectations.  Such  statements  are not  guarantees  of
performance.  They involve  risks,  uncertainties  and  assumptions.  The future
results and shareholder values of The Company following completion of the merger
may differ materially from those expressed in these forward-looking  statements.
Many of the  factors  that will  determine  these  results and values are beyond
management's ability to control or predict.


<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: March 16, 1999
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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): March 16, 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
Item 5. Other Items.

FCNB Corp (the  "Company") and First  Frederick  Financial Corp have announced a
definitive  agreement  through which First  Frederick  Financial  Corp.  and its
wholly-owned  banking subsidiary,  First Bank of Frederick,  will merge with and
into the  Company  and its  wholly-owned  banking  subsidiary  FCNB  Bank,  both
headquartered in Frederick,  Maryland. The merger is valued at approximately $37
million based on closing  stock prices as of March 11, 1999.  Through First Bank
of Frederick,  First Frederick Financial operates 6 full-service banking offices
and had $123 million in assets as of December 31, 1998.

In the merger, shareholders of First Frederick Financial Corp. common stock will
receive 1.0434 shares of the Company's common stock,  valuing the deal at $20.74
per First Frederick Financial Corp. share as of March 11, 1999.

The merger is expected to be accretive to both the Company's  earnings per share
and return on average  equity in the first year  following  consummation  of the
deal,  which is expected in the third quarter of 1999.  The Company  anticipates
gaining significant operating  efficiencies through consolidation of both branch
locations  and back  office  operations.  As a result  of the  transaction,  The
Company  expects to realize  approximately  $2.7 million of after-tax,  one-time
charges.

Upon completion of the transaction,  The Company will have  approximately  $1.46
billion in assets.

FCNB Bank,  The Company's  financial  services  franchise,  has 32  full-service
offices in Frederick, Carroll, Montgomery,  Baltimore, Howard, Anne Arundel, and
Prince  George's  Counties of  Maryland,  Washington,  DC, and  Fairfax  County,
Virginia. FCNB Bank is a member FDIC and an Equal Housing Lender.

The Company has made  forward-looking  statements  in the  accompanying  analyst
presentation  materials  that are  subject  to risks  and  uncertainties.  These
statements  are based on the beliefs and  assumptions  of the  management of The
Company, and on the information  available to management at the time the analyst
presentation  materials were prepared.  In particular,  the analyst materials in
this report include  statements  regarding  estimated  earnings per share of The
Company on a stand alone basis, expected cost savings from the merger, estimated
restructuring  charges  relating to the  merger,  estimated  increases  in First
Frederick Financial Corp's fee income ratio, the anticipated accretive effect of
the merger, and The Company's  anticipated  performance in future periods.  With
respect to estimated  cost savings and  restructuring  charges,  The Company has
made assumptions about,  among other things,  the extent of operational  overlap
between The Company and First  Frederick  Financial  Corp, the amount of general
and  administrative  expense  consolidation,  costs relating to converting First
Frederick  Financial  Corp  operations  and  data  processing  to The  Company's
systems, the size of anticipated  reductions in fixed labor costs, the amount of
severance expenses, the extent of the charges that may be necessary to align the
companies' respective  accounting reserve policies,  and the cost related to the
merger. The realization of cost savings and the amount of restructuring  charges
are subject to the risk that the foregoing assumptions are inaccurate.

Any statements in the accompanying  exhibit regarding the anticipated  accretive
effect of the merger and The Company's anticipated performance in future periods
are  subject  to  risks   relating  to,  among  other   things,   the  following
possibilities:  (1) expected  cost savings from this merger or other  previously
announced mergers may not be fully realized or realized within the expected time
frame;
(2) deposit attrition,  customer loss or revenue loss following proposed mergers
may be greater than expected;  (3)  competitive  pressure  among  depository and
other  financial   institutions  may  increase   significantly;   (4)  costs  or
difficulties related to the integration of the businesses of The Company and its
merger partners,  including First Frederick  Financial Corp, may be greater than
expected;  (5) changes in the interest rate environment may reduce margins;  (6)
general economic or business conditions, either nationally or regionally, may be
less favorable than expected,  resulting in, among other things, a deterioration
in credit quality, or a reduced demand for credit; (7) legislative or regulatory
changes,  including  changes in accounting  standards,  may adversely affect the
businesses in which The Company and First Frederick  Financial Corp are engaged;
(8) adverse changes may occur in the securities markets;  and (9) competitors of
The  Company  and First  Frederick  Financial  Corp may have  greater  financial
resources  and develop  products  that enable such  competitors  to compete more
successfully than The Company and First Frederick Financial Corp.

The Company believes these forward-looking  statements are reasonable;  however,
undue reliance should not be placed on such  forward-looking  statements,  which
are  based on  current  expectations.  Such  statements  are not  guarantees  of
performance.  They involve  risks,  uncertainties  and  assumptions.  The future
results and shareholder values of The Company following completion of the merger
may differ materially from those expressed in these forward-looking  statements.
Many of the  factors  that will  determine  these  results and values are beyond
management's ability to control or predict.
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: March 16, 1999