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): July 27, 2000


                                    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.

         On July 26,  2000,  FCNB  Corp  (the  "Company")  and BB&T  Corporation
("BB&T")  entered  into  an  Agreement  and  Plan  of  Reorganization   ("Merger
Agreement").  Pursuant to the Merger Agreement, the Company will merge into BB&T
with BB&T as the surviving corporation ("Merger").  At the effective time of the
Merger,  each share of the Company's issued and outstanding common stock will be
converted  into  0.725  shares  of  BB&T's  common  stock  (or  cash  in lieu of
fractional shares). The Merger, which was approved by the boards of directors of
both companies,  is subject to normal  regulatory  approvals and the approval of
the shareholders of the Company.

          Simultaneously with the execution of the Merger Agreement, the Company
also  entered into a Stock Option  Agreement  with BB&T.  Under the Stock Option
Agreement,  the Company  granted  BB&T an  irrevocable  option to purchase up to
2,370,000 shares, subject to certain adjustments,  of the Company's common stock
at a price per share of $15.00, exercisable under certain circumstances.

         The merger is valued at  approximately  $226.5  million,  or $18.13 per
share  based on  closing  stock  prices as of July 26,  2000,  the date prior to
announcement  of the agreement.  BB&T  Corporation  has $55.2 billion in assets,
operates 831 banking offices in the Carolinas, Virginia, Maryland, Georgia, West
Virginia, Kentucky and Washington.

         It is currently expected that the Merger will be consummated in January
2001. It is anticipated  that the Company will continue to pay normal  quarterly
dividends  pending  consummation of the Merger.  Thereafter,  regular  quarterly
dividends will be paid by BB&T.

         Attached and  incorporated  herein by  reference  in their  entirety as
Exhibit 99.1 are copies of the press  release of the  Registrant  in  connection
with the Merger.

         FCNB with $1.6 billion in assets,  operates 34 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.

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

(a) Exhibits:

Exhibit No.                         Description

99.1                       Press Release, dated July 27, 2000.



<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: July 28, 2000
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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": "681087"}, "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): July 27, 2000

                                    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.

         On July 26,  2000,  FCNB  Corp  (the  "Company")  and BB&T  Corporation
("BB&T")  entered  into  an  Agreement  and  Plan  of  Reorganization   ("Merger
Agreement").  Pursuant to the Merger Agreement, the Company will merge into BB&T
with BB&T as the surviving corporation ("Merger").  At the effective time of the
Merger,  each share of the Company's issued and outstanding common stock will be
converted  into  0.725  shares  of  BB&T's  common  stock  (or  cash  in lieu of
fractional shares). The Merger, which was approved by the boards of directors of
both companies,  is subject to normal  regulatory  approvals and the approval of
the shareholders of the Company.

          Simultaneously with the execution of the Merger Agreement, the Company
also  entered into a Stock Option  Agreement  with BB&T.  Under the Stock Option
Agreement,  the Company  granted  BB&T an  irrevocable  option to purchase up to
2,370,000 shares, subject to certain adjustments,  of the Company's common stock
at a price per share of $15.00, exercisable under certain circumstances.

         The merger is valued at  approximately  $226.5  million,  or $18.13 per
share  based on  closing  stock  prices as of July 26,  2000,  the date prior to
announcement  of the agreement.  BB&T  Corporation  has $55.2 billion in assets,
operates 831 banking offices in the Carolinas, Virginia, Maryland, Georgia, West
Virginia, Kentucky and Washington.

         It is currently expected that the Merger will be consummated in January
2001. It is anticipated  that the Company will continue to pay normal  quarterly
dividends  pending  consummation of the Merger.  Thereafter,  regular  quarterly
dividends will be paid by BB&T.

         Attached and  incorporated  herein by  reference  in their  entirety as
Exhibit 99.1 are copies of the press  release of the  Registrant  in  connection
with the Merger.

         FCNB with $1.6 billion in assets,  operates 34 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.

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

(a) Exhibits:

Exhibit No.                         Description

99.1                       Press Release, dated July 27, 2000.
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: July 28, 2000