<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997
Commission file number 0-15645

                                    FCNB Corp
             (Exact name of registrant as specified in its charter)
MARYLAND                                           52-1479635
(State or other jurisdiction                      (I.R.S.Employer Identification
of incorporation or organization)                  Number)

7200 FCNB Court, Frederick, Maryland               21703
(Address of principal executive offices)           (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
         Common Stock, par value $1.00 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of time that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of Common Stock (based on $30.00 per share) held by
nonaffiliates on February 20, 1998 was approximately $159,027,240. As of March
2, 1998, there were 5,915,442 shares of Common Stock, par value $1.00 per share,
of FCNB Corp issued and outstanding.

                       Documents Incorporated by Reference

Portions of the 1997 Annual Report to Shareholders for theyear ended December
31, 1997 - PARTS I, II, & IV

                                       1

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                                     PART I

Item 1.  Business.

General

FCNB Corp (the "Registrant" or "Company") is a bank holding company organized
under the laws of the State of Maryland and serves as the holding company for
its wholly-owned subsidiary FCNB Bank (the "Bank").

The information related to the Company's acquisitions during the year is
contained on page 12 of the Company's 1997 Annual Report to Shareholders. Such
information is incorporated herein by reference to the Annual Report.

The Bank

The Bank, a state-chartered commercial bank under the laws of the State of
Maryland was converted from a national bank in June 1993, and was originally
chartered in 1818. The Bank is engaged in a general commercial and retail
banking business serving individuals and businesses in Frederick, Anne Arundel,
Carroll, Howard, Montgomery, and Prince George's counties in Maryland. At
December 31, 1997, the Bank operated eight banking offices located in Frederick,
Maryland and one office each in Brunswick, Columbia, Damascus, Eldersburg,
Elkridge, Glen Burnie, Laurel, Middletown, Monrovia, Mount Airy, Odenton,
Walkersville, and Westminster, Maryland. At December 31, 1997, the Bank had
total loans, net of unearned income, of approximately $574.11 million, total
assets of approximately $907.10 million, total deposits of approximately $620.55
million, and a legal lending limit of approximately $9.33 million to any one
borrower. The deposits of the Bank are insured by the FDIC.

The Bank's primary market area consists of the following counties:
Frederick, Anne Arundel, Carroll, Howard, Montgomery, and Prince George's. This
trade area is northwest of Washington, D.C. and runs east and south of the City
of Baltimore.

In February 1998, the Bank entered into an agreement to assume approximately
$46.00 million of deposits relating to seven branches of subsidiaries of First
Virginia Bank located in Catonsville, Gaithersburg, Germantown, Pikesville,
Poolesville, Reisterstown and Silver Spring, Maryland.

Commercial Banking and Related Services. The Bank is engaged in the financing of
commerce and industry, providing credit facilities and related services
principally for businesses located in its market areas. The Bank offers all
forms of commercial lending, including lines of credit, revolving credits, term
loans, accounts receivable financing, real estate loans, and other forms of
secured financing.

                                       2

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Personal Banking Services. A wide range of personal banking services are
provided to individuals at each of the Bank's offices. Among the services
provided at most locations are checking accounts, savings accounts, various
savings programs, installment and other personal loans, credit card lines
("VISA"), home improvement loans, personal lines of credit, automobile and other
consumer financing, safe deposit services, and mortgage loans. The Bank also
offers trust, asset management, and financial planning services. Additionally,
the Bank has a network of automated teller machines and is a member of the MOST
and CIRRUS networks.

Competition. The Bank faces strong competition in all areas of its operations.
This competition comes from entities principally operating in the Bank's
marketing area and includes branches of some of the largest banks in Maryland.
Its most direct competition for deposits historically has come from other
commercial banks, savings banks, savings and loan associations and credit unions
operating in Frederick, Carroll, Howard, Prince George's, Anne Arundel and
Montgomery counties, Maryland. The Bank also competes for deposits and
investment dollars with money market mutual funds and public debt and equity
markets. The Bank competes with banking entities, mortgage banking companies,
and other institutional lenders for loans. The competition for loans varies from
time to time depending on certain factors. These factors include, among others,
the general availability of lendable funds and credit, general and local
economic conditions, current interest rate levels, and conditions in the
mortgage market. As a result of recently enacted Federal and State legislation
allowing interstate banking, branching and mergers, additional competitors not
currently in the Bank's market may enter into the Bank's market.

Supervision and Regulation

Holding Company Regulation. The Company is a registered bank holding company
under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and as such
it is subject to regulation, supervision and examination by, and reporting to,
the Board of Governors of the Federal Reserve System (the "Federal Reserve"). A
discussion related to the capital adequacy of the Company is contained on pages
39 and 40 of the Company's 1997 Annual Report to Shareholders. Such information
is incorporated herein by reference to the Annual Report.

BHCA - Activities and Other Limitations. The BHCA prohibits a bank holding
company from acquiring direct or indirect ownership or control of more than 5%
of the voting shares of any bank, or increasing such ownership or control of any
bank, without prior approval of the Federal Reserve.

The BHCA also prohibits a bank holding company, with certain exceptions, from
acquiring more than 5% of the voting shares of any company that is not a bank
and from engaging in any business other than banking or managing or controlling
banks. Under the BHCA, the Federal Reserve is authorized to approve the
ownership of shares by a bank holding company in any company, the activities of
which the Federal Reserve has determined to be so closely related to banking or
to managing or controlling banks as to be a proper incident thereto. In making
such determinations, the Federal Reserve is required to weigh the expected
benefit to the public, such

                                       3

<PAGE>

as greater convenience, increased competition or gains in efficiency, against
the possible adverse effects, such as undue concentration of resources,
decreased or unfair competition, conflicts of interest or unsound banking
practices.

The Federal Reserve has by regulation determined that certain activities are
closely related to banking within the meaning of the BHCA. These activities
include: making or servicing loans such as would be made by a mortgage company,
consumer finance company, credit card company, or factoring company; performing
trust company functions; performing certain data processing operations;
providing limited securities brokerage services; acting as an investment or
financial advisor; ownership or operation of a savings association; acting as an
insurance agent for certain types of credit-related insurance; leasing personal
property on a full-payout, non-operating basis; providing tax planning and
preparation services; operating a collection agency; and providing certain
courier services. The Federal Reserve also has determined that certain other
activities, including real estate brokerage and syndication, land development,
property management and underwriting life insurance not related to credit
transactions, are not closely related to banking and a proper incident thereto.

Commitments to Subsidiary Bank. Under Federal Reserve policy, the Company is
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank in circumstances when it might not do so absent
such policy.

Limitations of Acquisitions of Common Stock. The federal Change in Bank Control
Act prohibits a person or group from acquiring "control" of a bank holding
company unless the Federal Reserve has been given 60 days' prior written notice
of such proposed acquisition and within that time period the Federal Reserve has
not issued a notice disapproving the proposed acquisition or extending for up to
another 30 days the period during which such a disapproval may be issued. An
acquisition may be made prior to expiration of the disapproval period if the
Federal Reserve issues written notice of its intent not to disapprove the
action. Under a rebuttable presumption established by the Federal Reserve, the
acquisition of 10% or more of a class of voting stock of a bank holding company
with a class of securities registered under Section 12 of the Exchange Act
would, under the circumstances set forth in the presumption, constitute the
acquisition of control.

In addition, with limited exceptions, any "company" would be required to obtain
the approval of the Federal Reserve under the BHCA before acquiring 25% (5% in
the case of an acquiror that is a bank holding company) or more of the
outstanding Common Stock of, or such lesser number of shares as constitute
control over, the Company. Such approval would be contingent upon, among other
things, the acquiror registering as a bank holding company, divesting all
impermissible holdings and ceasing any activities not permissible for a bank
holding company.


                                       4
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Bank Regulation. The Bank is a commercial bank chartered by the State of
Maryland which is a member of the Federal Reserve System, and as such, is
subject to extensive regulation and examination by the Division of Financial
Regulation of the Department of Labor, Licensing and Regulation (the "Banking
Commissioner"), the FDIC, which insures its deposits to the maximum extent
permitted by law, and by the Federal Reserve. The federal laws and regulations,
which are applicable to banks, regulate, among other things, the scope of their
business, their investments, their reserves against deposits, the timing of the
availability of deposited funds and the nature and amount of collateral for
certain loans. The laws and regulations governing the Bank generally have been
promulgated to protect depositors and the deposit insurance funds and not for
the purpose of protecting shareholders.

FDIC Insurance Premiums. Institutions are assigned to one of three capital
groups based solely on the level of the institution's capital - "well
capitalized," "adequately capitalized" and "undercapitalized" - which would be
defined in the same manner as the regulations establishing the prompt corrective
action system under Section 38 of the FDIA, as discussed below. These three
groups are then divided into three subgroups, which reflect varying levels of
supervisory concern, from those, which are considered to be healthy to those
which are considered to be of substantial supervisory concern. The matrix so
created results in nine assessment risk classifications, with rates ranging from
0.00% for well capitalized, healthy institutions, to 0.27% for undercapitalized
institutions with substantial supervisory concerns.

Prompt Corrective Action. Under Section 38 of the FDIA, each federal banking
agency is required to implement a system of prompt corrective action for
institutions, which it regulates. The federal banking agencies have promulgated
substantially similar regulations to implement the system of prompt corrective
action established by Section 38 of the FDIA. Under the regulations, a bank
shall be deemed to be: (i) "well capitalized" if it has a Total Risk Based
Capital Ratio of 10.0% or more, a Tier 1 Risk Based Capital Ratio of 6.0% or
more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written
capital order or directive; (ii) "adequately capitalized" if it has a Total Risk
Based Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0%
or more and a Tier 1 Leverage Capital Ratio of 4.0% or more (3.0% under certain
circumstances) and does not meet the definition of "well capitalized;" (iii)
"undercapitalized" if it has a Total Risk Based Capital Ratio that is less than
8.0%, a Tier 1 Risk Based Capital Ratio that is less than 4.0% or a Leverage
Capital Ratio that is less than 4.0% (3.0% under certain circumstances); (iv)
"significantly undercapitalized" if it has a Total Risk Based Capital Ratio that
is less than 6.0%, a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a
Leverage Capital Ratio that is less than 3.0%; and (v) "critically
undercapitalized" if it has a ratio of tangible equity to total assets that is
equal to or less than 2.0%.

An institution generally must file a written capital restoration plan which
meets specified requirements with an appropriate federal banking agency within
45 days of the date the institution receives notice or is deemed to have notice
that it is undercapitalized, significantly undercapitalized or critically
undercapitalized. A federal banking agency must provide the institution with
written notice of approval or disapproval within 60 days after receiving a
capital restoration plan, subject to extensions by the applicable agency.


                                       5

<PAGE>


An institution, which is required to submit a capital restoration plan, must
concurrently submit a performance guaranty by each company that controls the
institution. Such guaranty shall be limited to the lesser of (i) an amount equal
to 5.0% of the institution's total assets at the time the institution was
notified or deemed to have notice that it was undercapitalized or (ii) the
amount necessary at such time to restore the relevant capital measures of the
institution to the levels required for the institution to be classified as
adequately capitalized. Such a guarantee shall expire after the federal banking
agency notifies the institution that it has remained adequately capitalized for
each of four consecutive calendar quarters. An institution which fails to submit
a written capital restoration plan within the requisite period, including any
required performance guarantee, or fails in any material respect to implement a
capital restoration plan, shall be subject to the restrictions in Section 38 of
the FDIA which are applicable to significantly undercapitalized institutions.

A "critically undercapitalized institution" is to be placed in conservatorship
or receivership within 90 days unless the FDIC formally determines that
forbearance from such action would better protect the deposit insurance fund.
Unless the FDIC or other appropriate federal banking regulatory agency makes
specific further findings and certifies that the institution is viable and is
not expected to fail, an institution that remains critically undercapitalized on
average during the fourth calendar quarter after the date it becomes critically
undercapitalized must be placed in receivership. The general rule is that the
FDIC will be appointed as receiver within 90 days after a bank becomes
critically undercapitalized unless extremely good cause is shown and an
extension is agreed to by the federal regulators.

Immediately upon becoming undercapitalized, an institution shall become subject
to the provisions of Section 38 of the FDIA (i) restricting payment of capital
distributions and management fees, (ii) requiring that the appropriate federal
banking agency monitor the condition of the institution and its efforts to
restore its capital, (iii) requiring submission of a capital restoration plan,
(iv) restricting the growth of the institution's assets and (v) requiring prior
approval of certain expansion proposals. The appropriate federal banking agency
for an undercapitalized institution also may take any number of discretionary
supervisory actions if the agency determines that any of these actions are
necessary to resolve the problems of the institution at the least possible
long-term cost to the deposit insurance fund, subject in certain cases to
specified procedures. These discretionary supervisory actions include: requiring
the institution to raise additional capital; restricting transactions with
affiliates; restricting interest rates paid by the institution on deposits;
requiring replacement of senior executive officers and directors; restricting
the activities of the institution and its affiliates; requiring divestiture of
the institution or the sale of the institution to a willing purchaser; and any
other supervisory action that the agency deems appropriate. These and additional
mandatory and permissive supervisory actions may be taken with respect to
significantly undercapitalized and critically undercapitalized institutions.




                                       6
<PAGE>


Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may
be appointed for an institution where: (i) an institution's obligations exceed
its assets; (ii) there is substantial dissipation of the institution's assets or
earnings as a result of any violation of law or any unsafe or unsound practice;
(iii) the institution is in an unsafe or unsound condition; (iv) there is a
willful violation of a cease and desist order; (v) the institution is unable to
pay its obligations in the ordinary course of business; (vi) losses or
threatened losses deplete all or substantially all of an institution's capital,
and there is no reasonable prospect of becoming "adequately capitalized" without
assistance; (vii) there is any violation of law or unsafe or unsound practice or
condition that is likely to cause insolvency or substantial dissipation of
assets or earnings, weaken the institution's condition, or otherwise seriously
prejudice the interests of depositors or the insurance fund; (viii) an
institution ceases to be insured; (ix) the institution is undercapitalized and
has no reasonable prospect that it will become adequately capitalized, fails to
become adequately capitalized when required to do so, or fails to submit or
materially implement a capital restoration plan; or (x) the institution is
critically undercapitalized or otherwise has substantially insufficient capital.

At December 31, 1997 the Bank would be deemed to be an "adequately capitalized"
institution for purposes of Section 38 of the FDIA. Also at December 31, 1997,
the Company and the Bank were in compliance with all minimum federal regulatory
capital requirements, which are generally applicable to banks.

Regulatory Enforcement Authority. The enforcement authority of federal banking
regulators includes, among other things, the ability to assess civil money
penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions against banking organizations and institution-affiliated
parties. In general, these enforcement actions may be initiated for violations
of laws and regulations and unsafe or unsound practices. Other actions or
inactions may provide the basis for enforcement action, including misleading or
untimely reports filed with regulatory authorities.

The foregoing references to laws and regulations which are applicable to the
Company and the Bank are brief summaries thereof which do not purport to be
complete and which are qualified in their entirety by reference to such laws and
regulations.

FCNB Investment Holdings, Inc.

FCNB Investment Holdings, Inc., a Delaware corporation, is a wholly-owned
subsidiary of the Bank that was organized on April 21, 1994. This subsidiary was
established to manage a portion of the investment portfolio of the Bank.

First Choice Insurance Agency, Inc.

First Choice Insurance Agency, Inc., a Maryland corporation, is a wholly-owned
subsidiary of the Bank that was organized on June 13, 1994. This subsidiary was
established to enable FCNB to sell insurance products.



                                       7
<PAGE>

Monocacy Management Company

Monocacy Management Company, a Maryland corporation, is a wholly-owned
subsidiary of the Bank that was organized on January 6, 1992. This subsidiary
was established to purchase troubled assets from the Bank.

Governmental Monetary Policies and Economic Controls

The Bank is affected by monetary policies of regulatory authorities, including
the Federal Reserve Board, which regulates the national money supply in order to
mitigate recessionary and inflationary pressures. Among the techniques available
to the Federal Reserve Board are engaging in open market transactions in United
States Government securities, changing the discount rate on bank borrowings and
changing reserve requirements against bank deposits. These techniques are used
in varying combinations to influence the overall growth of bank loans,
investments and deposits. Their use may also affect interest rates charged on
loans or paid on deposits. The effect of governmental policies on the earnings
of the Bank or the Company for any future periods cannot be predicted.

Employees
At December 31, 1997, the Company had approximately 383 employees of whom 8 were
executive officers, 88 were other officers, 226 were full-time employees and 61
were part-time employees.



Item 2.  Properties.

The Company owns the property on which the principal office of the Company and
the main office of the Bank are located at 7200 FCNB Court, Frederick, Maryland.
The Bank also owns the properties which house the Square Corner Branch at 1
North Market Street, the Rosemont Branch at 1602 Rosemont Avenue, the East
Frederick Branch at 1303 East Patrick Street, the Route 85 Branch at 5602
Buckeystown Pike, the Walkersville Branch at 100 Commerce Drive, Walkersville,
Maryland, the Eldersburg Branch at 6229 Sykesville Road, Eldersburg, Maryland,
the Elkridge Branch at 7290 Montgomery Road, Elkridge, Maryland, the Laurel
Branch at 380 Main Street, Laurel, Maryland, the Odenton Branch at 1219
Annapolis Boulevard, Odenton, Maryland and the Middletown Branch at 819 East
Main Street, Middletown, Maryland. The land upon which the Middletown Branch
office is located is leased pursuant to a twenty-year lease, with an expiration
date of November 2009 and contains provisions to extend the initial lease term
for three ten-year periods. The lease also contains an option to purchase the
land at fair market value at the end of the initial lease term or at the end of
any extension term.



                                       8
<PAGE>


The Bank leases the following properties: the Antietam Branch at 1595
Opossumtown Pike, the 40 West Branch at 1100 West Patrick Street, the FSK Mall
Branch at 5500 Buckeystown Pike, the Brunswick Branch at 94 Souder Road,
Brunswick, Maryland, the Damascus Branch at 9815 Main Street, Damascus,
Maryland, the Green Valley Branch at 11801 Fingerboard Road, Monrovia, Maryland,
the Mount Airy Branch at 400 Ridgeville Boulevard, Mount Airy, Maryland, and the
Englar Road Branch at Route 140 and Englar Road, Westminster, Maryland, the
Columbia Branch at 5585 Twin Knolls Road, Columbia, Maryland, the Glen Burnie
Branch at 7381 Baltimore-Annapolis Blvd., Glen Burnie, Maryland and
Administrative Offices at 6810 Deerpath Road, Elkridge, Maryland. A facility is
leased at 15 East Main Street, Westminster, Maryland for a loan production
office.

Subsequent to December 31, 1997, the Company sold its Operations Center, which
was included in its Other Real Estate Owned portfolio.

Item 3.  Legal Proceedings.

The Company and the Bank are subject to various legal proceedings which are
incidental to their business. In the opinion of management, the liabilities (if
any) resulting from such legal proceedings will not have a material effect on
the consolidated financial statements or consolidated ratios of the Company and
the Bank, although an adverse outcome on any particular proceeding could
negatively affect the company or bank earnings and results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters that were submitted to a vote of the security holders
during the fourth quarter of 1997.




<PAGE>


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters.

The information required by this item is contained on page 46 of the Company's
1997 Annual Report to Shareholders. Such information is incorporated herein by
reference to the Annual Report.

Dividend Limitations and Certain Other Restrictions

The payment of dividends by the Company depends largely upon the ability of the
Bank to declare and pay dividends to the Company because the principal source of
the Company's revenue is dividends paid by the Bank. Future dividends will
depend primarily upon the Bank's earnings, financial condition, and need for
funds, as well as governmental policies and regulations applicable to the
Company and the Bank.

A discussion related to dividend limitations is contained on page 39 of the
Company's 1997 Annual Report to Shareholders. Such information is incorporated
herein by reference to the Annual Report.

The Federal Reserve has established guidelines with respect to the maintenance
of appropriate levels of capital by registered bank holding companies.
Compliance with such standards, as presently in effect, or as they may be
amended from time to time, could possibly limit the amount of dividends that the
Company may pay in the future. In 1985, the Federal Reserve issued a policy
statement on the payment of cash dividends by bank holding companies. In the
statement, the Federal Reserve expressed its view that a holding company
experiencing earnings weaknesses should not pay cash dividends exceeding its net
income or which could only be funded in ways that weakened the holding company's
financial health, such as by borrowing.

As a depository institution, deposits of which are insured by The Federal
Deposit Insurance Corporation ("FDIC"), the Bank may not pay dividends or
distribute any of its capital assets while it remains in default on any
assessment due the FDIC. The Bank currently is not in default under any of their
obligations to the FDIC.

Item 6.  Selected Financial Data.

The information required by this item is contained on page 24 of the Company's
1997 Annual Report to Shareholders. Such information is incorporated herein by
reference to the Annual Report.



                                       10
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

The information required by this item is contained on pages 12 to 23 of the
Company's 1997 Annual Report to Shareholders. Such information is incorporated
herein by reference to the Annual Report.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk

The information required by this item is contained on pages 16 and 17 of the
Company's 1997 Annual Report to Shareholders. Such information is incorporated
herein by reference to the Annual Report.

Item 8.  Financial Statements and Supplementary Data.

The information required by this item is contained in the Consolidated Financial
Statements and Notes to Consolidated Financial Statements appearing on pages 25
to 45 of the Company's 1997 Annual Report to Shareholders. Such information is
incorporated herein by reference to the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.



                                       11
<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The Board of Directors has set the number of directors that constitute the Board
of Directors at fourteen. The Articles of Incorporation of the Company provide
that the directors shall be classified with respect to the time for which they
severally hold office into three classes. Each year all of the directors in one
class are elected to serve for a term of three years.

The following table sets forth as to each director of the Company his or her
name, age, the year he or she first became a director of the Company and the
number of shares of Common Stock beneficially owned at February 6, 1998. All
options held by non-employee directors are subject to the approval of the 1997
Directors Stock Option Plan at the 1998 Annual Meeting of Shareholders.


<TABLE>
<CAPTION>

                                            Year First                     Shares of Common
            Name               Age(1)         Elected         Year Term   Stock Beneficially  Percent of
                                             Director          Expires        Owned(2)          Class

                         DIRECTORS TO BE ELECTED AT 1998 ANNUAL MEETING

<S>                              <C>           <C>              <C>           <C>                <C>
Shirley D. Collier               44            1997             1999             938(3)          .02
Miles M. Circo                   51            1986             2001            6257(4)          .11
James S. Grimes                  58            1989             2001           7,773(5)          .13
Gail T. Guyton                   57            1986             2001          61,005(6)          1.03
A. Patrick Linton                48            1991             2001          97,818(7)          1.65
Jacob R. Ramsburg, Jr.           61            1986             2001          93,747(8)          1.58


                                 DIRECTORS CONTINUING IN OFFICE

Bernard L. Grove, Jr.            64            1988             1999           9,034(9)          .15
Ramona C. Remsberg               69            1987             1999         54,550(10)          .92
Kenneth W. Rice                  54            1988             1999         14,436(11)          .24
Rand D. Weinberg                 41            1996             1999          8,540(12)          .14
George B. Callan, Jr.            66            1986             2000         12,924(13)          .22
Clyde C. Crum                    62            1986             2000         50,495(14)          .85
Frank L. Hewitt, III             56            1996             2000        138,043(15)          2.33
DeWalt J. Willard, Jr.           66            1986             2000         50,450(16)          .85

</TABLE>


                                       12
<PAGE>


Footnote Explanations

(1)     At February 6, 1998.

(2)     In accordance with Rule 13d-3 under the Exchange Act, a person is deemed
        to be the beneficial owner, for purposes of this table, of any shares of
        Common Stock with respect to which he or she has sole or shared voting
        and/or investment.  The table includes shares owned by spouses, other
        immediate family members in trust, shares held in retirement accounts or
        funds for the benefit of the named individuals, and other forms of
        ownership, over which shares the persons named in the table possess
        voting and investment power.  Except as otherwise noted, each person has
        sole voting and investment power with respect to all shares beneficially
        owned.

(3)     Included in the total shares owned by Ms. Collier are options, currently
        exercisable, to purchase 438 shares of the Company's Common Stock.

(4)     Included in the total shares owned by Mr. Circo are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(5)     Included in the total shares owned by Mr. Grimes are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(6)     The shares attributed to Mr. Guyton include 2,772 shares owned by Mr.
        Guyton's wife, as to which Mr. Guyton disclaims beneficial ownership.
        Also, included in the total shares owned are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(7)     The shares attributed to Mr. Linton include 33,337 shares as to
        which he shares voting and investment power with his wife, 2,035 shares
        owned by Mr. Linton's children, as to which he has voting and
        investment power and 440 shares owned by Mr. Linton's wife. Also,
        included in the total shares owned are options, currently exercisable,
        to purchase 39,198 shares of the Company's Common Stock and 5,786
        shares of restricted stock to be received when the underlying stock
        options are exercised. Mr. Linton also has been granted the right to
        receive Reload Options to purchase an additional10,271 shares of the
        Company's Common Stock, if the 1997 stock options are exercised within
        three years.

(8)     The shares attributed to Mr. Ramsburg include 5,396 shares owned by
        Mr. Ramsburg's wife, and 5,316 shares owned jointly by Mr. Ramsburg's
        wife and son, as to which Mr. Ramsburg disclaims beneficial ownership,
        and 17,292 shares owned by two corporations controlled by Mr. Ramsburg,
        as to which he holds voting and investment power. Also, included in the
        total shares owned are options, currently exercisable, to purchase
        1,750 shares of the Company's Common Stock.



                                       13
<PAGE>

(9)     The shares attributed to Mr. Grove include 1,619 shares owned by Mr.
        Grove's daughter, as to which Mr. Grove disclaims beneficial ownership.
        Also, included in the total shares owned are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(10)    The shares attributed to Ms. Remsberg include 2,310 shares held in a
        trust as to which she has shared voting and investment power. Also,
        included in the total shares owned are options, currently exercisable,
        to purchase 1,750 shares of the Company's Common Stock.

(11)    The shares attributed to Mr. Rice include 1,615 shares as to which Mr.
        Rice shares voting and investment power with his wife and 22 shares
        owned in custody for his goddaughter over which he has voting and
        investment power. Also, included in the total shares owned are options,
        currently exercisable, to purchase 1,750 shares of the Company's Common
        Stock.

(12)    The shares attributed to Mr. Weinberg include 2,225 shares as to
        which Mr. Weinberg shares voting and investment power with his wife,
        3,850 shares invested in a pension trust as to which he has voting and
        investment power and 440 shares held in custody by Mr. Weinberg and his
        wife for their children which he shares voting and investment powers.
        Also, included in the total shares owned are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(13)    Included in the total shares owned by Mr. Callan are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(14)    The shares attributed to Mr. Crum include 8,836 shares owned by Mr.
        Crum's wife, as to which Mr. Crum disclaims beneficial ownership. Also,
        included in the total shares owned are options, currently exercisable,
        to purchase 1,750 shares of the Company's Common Stock.

(15)    The shares attributed to Mr. Hewitt include 24,368 shares as to
        which he shares voting and investment power with his wife, 12,498
        shares owned by Mr. Hewitt's children, as to which he has voting and
        investment power, 1,684 shares held in trust as to which he has shared
        voting and investment power and 2,966 shares owned by Mr. Hewitt's
        wife. Also, included in the total shares owned are options, currently
        exercisable, to purchase 1,750 shares of the Company's Common Stock.

(16)    The shares attributed to Mr. Willard include 8,647 shares owned by a
        corporation controlled by Mr. Willard, as to which he holds voting and
        investment powers, and 340 shares held in trust over which he has voting
        and investment power. Also, included in the total shares owned are
        options, currently exercisable, to purchase 1,750 shares of the
        Company's Common Stock.


                                       14
<PAGE>

Set forth below is certain information with respect to the nominees for director
and the continuing directors of the Company. Unless otherwise indicated, the
principal occupation listed for each person below has been his or her occupation
for the past five years.

SHIRLEY D. COLLIER is president of Paragon Computer Services, Inc., a computer
consulting firm.

MILES M. CIRCO is general manager of Patapsco Designs, Inc., an electronic
design and manufacturing firm.

JAMES S. GRIMES has been Mayor of the City of Frederick, Maryland since
1994 and is president of James S. Grimes, Inc., a full service truck
transportation service operation.

GAIL T. GUYTON, vice chairman of the board of both the Bank and the Company
since January 1995, is chairman of the board of Morgan-Keller, Inc., a
commercial/industrial construction firm.

A. PATRICK LINTON is president and chief executive officer of the Bank and the
Company.

JACOB R. RAMSBURG, JR. is president of Frederick Underwriters, Inc., a general
insurance agency.

BERNARD L. GROVE, JR. is an advisor to Genstar Stone Products, Inc.

RAMONA C. REMSBERG is the former vice chairman of the board of both the Bank and
of the Company, having retired from the Bank and the Company in September 1993.

KENNETH W. RICE is president of Donald B. Rice Tire Co., Inc., a tire
distribution firm

RAND D. WEINBERG is a partner with Weinberg & Weinberg, a law firm in Frederick,
Maryland.

GEORGE B. CALLAN, JR. is president of Associates in Management, a company that
specializes in historic preservation, museum management and automotive parts
sales.

CLYDE C. CRUM, chairman of the board of the Bank and the Company since January
1995, is president of Clyde C. Crum and Son, Inc., a dairy farm operation.

FRANK L. HEWITT, III is president of the Frank L. Hewitt Company. Mr. Hewitt was
president of Laurel Bancorp, Inc. ("Laurel") and its subsidiary Laurel Federal
Savings Bank until the merger of Laurel with and into the Company in January
1996.

DEWALT J. WILLARD, JR. is president of Ideal Buick-GMC, an automobile
dealership.

                                       15
<PAGE>

Board and Committee Meetings

The Board of Directors of the Company has standing audit and Human Resources
Committees, but does not have a standing nominating committee.

The Audit Committee, comprised of Directors Circo, Collier, Grimes, Ramsburg and
Willard, assists the Board of Directors of the Bank in exercising its fiduciary
responsibilities for oversight of audit and related matters, including corporate
accounting, internal controls and regulatory compliance. Its duties include:
monitoring the Bank's internal controls and procedures; meeting with the
internal auditors and reviewing their reports; recommending the selection of
independent auditors; reviewing the scope of audits conducted by the independent
auditors, as well as the results of their audits; and reviewing policies
relating to compliance with applicable banking and other laws.

The Human Resources Committee, comprised of Directors Callan, Grove, Rice and
Weinberg, reviews and recommends to the Board of Directors the overall
compensation policy for the Company. The Board of Directors of the Bank follows
this policy specifically related to the salaries and other benefits for senior
management thereof.

The Board of Directors of the Company held seventeen meetings, the Audit
Committee held eight meetings and the Human Resources Committees held nine
meetings during 1997. Each of the directors of the Company attended at least 75%
of the meetings of the Board of Directors and all committees on which they
served during 1997.








                                       16
<PAGE>


Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission, and
to provide the Company with copies of all Forms 3, 4, and 5 they file.

Based solely upon the Company's review of the copies of the forms which it has
received in 1997 and written representations from the Company's directors and
executive officers, the Company is not aware of any failure to comply with the
requirements of Section 16(a) in 1997 or any prior year, except that Bernard L.
Grove, Jr. and Rand D. Weinberg each failed to file one report required by
Section 16(a) on a timely basis during 1997. Each late report related to one
transaction each.

Executive Officers of the Company. Information concerning non-director executive
officers of the Registrant is as follows:

Martin S. Lapera (age 45) is an Executive Vice President of the Company. Mr.
Lapera became the Executive Vice President, Chief Operating Officer and Chief
Lending Officer of FCNB in January 1995 after having been the Executive Vice
President and Chief Lending Officer of the Bank.

Charles E. Weller (age 49) became a Senior Vice President of the Company in
January 1996 after having been a Vice President of the Company since March 24,
1995. Mr. Weller was President of Elkridge Bank until it was merged with the
Bank on March 7, 1997.

Mark A. Severson (age 44) became a Senior Vice President and Treasurer of the
Company in January 1996 after having been the Vice President and Treasurer. Mr.
Severson is the Senior Vice President and Chief Financial Officer of the Bank.

Fern W. Mercer (age 60) is a Vice President of the Company and is a Senior Vice
President of the Bank.

Helen G. Hahn (age 61) is a Vice President and Secretary of the Company. Mrs.
Hahn is a Senior Vice President and Cashier of the Bank.







                                       17
<PAGE>


                                VOTING SECURITIES

All voting rights are vested exclusively in the holders of the Common Stock of
the Company. Each shareholder is entitled to one vote for each share of Common
Stock owned on all matters brought to a vote of the shareholders. The Company
had 5,915,468 shares of Common Stock outstanding on the record date for the
Annual Meeting. The Company has no other class of equity securities outstanding.

Persons and groups beneficially owning in excess of 5% of the Common Stock are
required to file certain reports disclosing such ownership pursuant to the
Securities Exchange Act of 1934, as amended (hereinafter called the "Exchange
Act"). The following table sets forth, as of February 6, 1998, certain
information as to the shares of Common Stock beneficially owned by certain
officers of the Company who are not also directors of the Company, and all
officers and directors of the Company as a group. Management knows of no persons
who beneficially owned more than 5% of the outstanding shares of Common Stock at
February 6, 1998.


<TABLE>
<CAPTION>

                                           Amount and Nature
                                           -----------------
             Name                            of Beneficial         Percent of
             ----                            -------------         ----------
                                            Ownership(1)(2)          Class
                                            ---------------          -----
<S>                                           <C>                 <C>
Martin S. Lapera                               35,285(3)             .60%
Mark A. Severson                               17,674(4)             .30%
Charles E. Weller                              10,319(5)             .17%
All Officers and Directors
as a group (19 people)                        731,338(6)           12.36%

</TABLE>


Footnote Explanations

(1)      Unless otherwise indicated, all shares are owned directly by the named
         individual or by the individual indirectly through a trust, corporation
         or association, or by the individual or his/her spouse as custodian or
         trustee for the shares of minor children. Except as otherwise
         indicated, the named individual exercises sole voting and investment
         power over such shares.

(2)      Restricted stock to be received by officers of the Company or Bank
         is based on the formula of one (1) restricted share for every five (5)
         shares of Common Stock purchased pursuant to the exercise of stock
         options. The restriction period is for three (3) years from the date of
         receipt, and if the shares purchased pursuant to the exercise of stock
         options are sold within this time period, a pro rata percentage of the
         restricted shares are forfeited and must be returned to the Company.



                                       18
<PAGE>

(3)      Mr. Lapera is executive vice president of the Company and is
         executive vice president, chief operating officer and chief lending
         officer of the Bank. The shares attributed to Mr. Lapera include 16,782
         shares as to which Mr. Lapera shares voting and investment power with
         his wife. Also, included in the total shares owned are options,
         currently exercisable, to purchase 15,768 shares of the Company's
         Common Stock and 2,247 shares of restricted stock to be received when
         the underlying stock options are exercised. Mr. Lapera also has been
         granted the right to receive Reload Options to purchase an additional
         4,541 shares of the Company's Common Stock, if the stock options
         granted in 1997 are exercised within three years.

(4)      Mr. Severson is senior vice president and treasurer of the Company
         and is senior vice president and chief financial officer of the Bank.
         The shares attributed to Mr. Severson include 4,701 shares held in
         trust as to which Mr. Severson has voting and investment powers. Also,
         included in the total shares owned are options, currently exercisable,
         to purchase 9,631 shares of the Company's Common Stock and 1,378 shares
         of restricted stock to be received when the underlying stock options
         are exercised. Mr. Severson also has been granted the right to receive
         Reload Options to purchase an additional 2,751 shares of the Company's
         Common Stock, if the stock options granted in 1997 are exercised within
         three years.

(5)      Mr. Weller is senior vice president of the Company and senior vice
         president of the Bank, having served as President of Elkridge Bank. The
         shares attributed to Mr. Weller include 176 shares owned by Mr.
         Weller's wife, as to which Mr. Weller disclaims beneficial ownership
         and 319 shares held in joint ownership with Mr. Weller's daughter.
         Also, included in the total shares owned are options, currently
         exercisable, to purchase 8,097 shares of the Company's Common Stock and
         1,067 shares of restricted stock to be received when the underlying
         stock options are exercised. Mr. Weller also has been granted the right
         to receive Reload Options to purchase additional 1,309 shares of the
         Company's Common Stock, if the 1997 stock options are exercised within
         three years.

(6)      Includes an aggregate of 82,856 shares, which may currently be
         acquired by certain of such executive officers upon the exercise of
         stock options and entitling such officers to receive an aggregate of
         12,510 shares of restricted stock to be received when the underlying
         stock options are exercised. This group also has been granted the right
         to receive Reload Options to purchase additional 42,189 shares of the
         Company's Common Stock, if the 1997 stock options are exercised within
         three years.





                                       19
<PAGE>





Item 11.  Executive Compensation.

Compensation of Directors

During 1997, the directors of the Company received an annual retainer of $2,000
for attending Board of Directors meetings of the Company. Members of the Board
of Directors of the Company who were members of the Board of Directors of the
Bank received an additional fee of $200 for each meeting attended. Members of
the Board of Directors of the Company who also served as members of the Board of
Directors of the Bank received an annual retainer of $5,000 and a fee of $200
for each bi-weekly Board of Directors and committee meeting of the Bank
attended.

Clyde C. Crum received a $35,000 annual fee for his services as Chairman of the
Board of both the Company and the Bank, along with the bi-weekly Board of
Directors meeting fees during 1997. However, he did not receive any committee
meeting fees. Mr. Crum also received a cash bonus of $25,000 in January 1998.
Effective in January 1998, the annual fee for the Chairman of the Board of the
Company and the Bank was increased to $50,000.

Directors who agree to defer receipt of at least four years of their annual
retainers may participate in an unfunded deferred compensation plan maintained
by the Bank. Under this plan, deferred amounts earn interest at the rate of 10%
per annum until the director attains age sixty-five, dies or becomes disabled.
Upon any such event, the deferred amount plus credited interest thereon will be
paid to the participant or his beneficiary over a period of up to ten years,
with interest continuing to accrue on the unpaid balance at the rate of 10% per
annum. The Company and the Bank paid a total of $127,000 in director and
committee fees for the fiscal year ended December 31, 1997.


            EXECUTIVE OFFICERS' COMPENSATION AND CERTAIN TRANSACTIONS

Compensation - Overview

Set forth below are summarized tables of all compensation awarded to, earned by,
or paid to certain executive officers. It should be noted that no cash
compensation was paid to any executive officer of the Company in his or her
capacity as such. Each of the executive officers of the Company received
compensation from the Bank for services rendered in their capacities as
executive officers of the Bank.

The following table sets forth a comprehensive overview of the compensation for
the Company's Chief Executive Officer and the most highly compensated executive
officers for the year ended December 31, 1997. Comparative data is also provided
for the previous two fiscal years, in selected categories. Except as disclosed
below, no other executive officer of the Company or the Bank received salary and
bonus in excess of $100,000 during the year ended December 31, 1997.

                                       20
<PAGE>

                                            SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                                     Annual Compensation                       Long-Term Compensation
                                ---------------------------            -------------------------------------
                                                                  Restricted        Securities         All
Name and Principal          Fiscal                                   Stock          Underlying        Other
     Position                Year    Salary(1)        Bonus(2)    Awards(3)(4)      Options(4)    Compensation(5)
     --------                ----    ---------        --------    ------------      ----------    ---------------
<S>                          <C>     <C>              <C>         <C>               <C>           <C>    
A. Patrick Linton            1997     $220,787         $78,750            --            10,271        $89,037
Director, President and      1996      198,222          46,930         1,529             7,646         10,442
CEO of the Company           1995      186,352          66,516         1,385             6,927          7,747
and the Bank

Martin S. Lapera             1997     $140,628         $39,000            --             4,541             --
Executive Vice               1996      119,797          23,733           601             3,005             --
President of the             1995      112,091          30,513           547             2,734             --
Company and
Executive Vice
President, COO and
Chief Lending Officer
of the Bank

Charles E. Weller            1997     $114,296         $13,971           262             1,309         $55,204
Senior Vice President        1996      112,579       14,925(6)           398             1,991           1,427
of the Company and           1995      100,836          12,909           407             2,037
Senior Vice President
of the Bank(6)

Mark A. Severson             1997     $113,416         $23,625            --             2,751         $20,912
Senior Vice President        1996      101,194          15,169           359             1,792              --
and Treasurer of the         1995       94,677          19,620           328             1,640              --
Company and Senior
Vice President and
Chief Fncial Officer
of the Bank

</TABLE>



Footnote Explanations

(1)      Includes contributions made by the Bank under its 401(k) Profit Sharing
         Plan. Contributions made by the Bank in 1997, 1996, and 1995,
         respectively, amounted to $10,787, $8,222 and $8,977 for Mr. Linton,
         $10,628, $7,797 and $7,091 for Mr. Lapera, and $8,416, $5,794, and
         $4,677 for Mr. Severson. Mr. Weller's contributions for 1997 and 1996
         were $7,236 and $6,579, respectively.

(2)      Annual bonuses accrued as of December 31, 1997, 1996 and 1995 were paid
         in January 1998, 1997 and 1996, respectively.


                                       21
<PAGE>


(3)      The awards of restricted stock received are based on the formula of
         a grant of one (1) restricted share for every five (5) shares of Common
         Stock purchased pursuant to the exercise of stock options. The
         restriction period is for three (3) years from the date of receipt, and
         if the shares purchased pursuant to the exercise of stock options are
         sold within this time period, a pro rata percentage of the restricted
         shares are forfeited and must be returned to the Company.

(4)      The amounts for 1996 and 1995 have been restated to show the effect of
         a 10% stock dividend declared and paid in October 1997.

(5)      Includes payments for vacation pay taken in lieu of vacation for
         Mr. Linton in 1997, 1996 and 1995 in the amounts of $2,423, $2,192 and
         $2,047, respectively and $1,427 for Mr. Weller in 1996. Included in the
         1997, 1996 and 1995 amounts for Mr. Linton are $850, $8,250 and $5,700,
         respectively, of Elkridge Bank directors fees. Also included in 1997 is
         the value realized from the exercise of stock options in the amounts of
         $85,764 for Mr. Linton, $55,204 for Mr. Weller and $20,912 for Mr.
         Severson, exclusive of the value of restricted stock received in the
         case of Messrs. Linton and Severson.

(6)      Mr. Weller became an executive officer of the Company on March 24,
         1995, as a result of the merger of ENB Financial Corporation with and
         into the Company. Until the merger of Elkridge Bank into the Bank on
         March 7, 1997, Mr. Weller served as President at Elkridge Bank.

         Stock Option Plan. The following table sets forth as to the executive
         officers whose compensation is reported in the SUMMARY COMPENSATION
         TABLE certain information relating to options to purchase Common Stock
         of the Company granted during fiscal 1997 under the 1992 Employee Stock
         Option Plan.

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

                                                                                                   Potential Realizable
                                                                                                     Value at Assumed
                                                                                                   Annual Rates of Stock
                                                                                                  Price Appreciation for
                                                Individual Grants                                      Option Term(3)
                              ---------------------------------------------------                 ----------------------
                               Number of           % of Total
                               Securities            Options
                               Underlying           Granted to        Exercise or
                                 Options           Employees in       Base Price     Expiration
     Name                     Granted (#)(1)        Fiscal Year       ($/Share)         Date        5% ($)      10% ($)
                              --------------       ------------       -----------    ----------   --------    ---------
<S>                             <C>                   <C>             <C>            <C>          <C>         <C>
 A. Patrick Linton                10,271              33%             $28.625        12/31/07     $184,900    $468,572

 Martin S. Lapera                  4,541              14%             $28.625        12/31/07      $81,748    $207,164

 Charles E. Weller              1,309(2)               4%             $28.625        12/31/07      $23,565     $59,718

 Mark A. Severson                  2,751               9%             $28.625        12/31/07      $49,524    $125,503

</TABLE>


                                       22
<PAGE>

Footnote Explanations

(1)      All options granted are immediately exercisable. Each of the above
         named executives are entitled to Reload Options to purchase an equal
         number of shares of the Company's Common Stock, if the original options
         are exercised within three years from the date of grant.

(2)      The options granted to Mr. Weller to purchase 1,309 shares entitle
         Mr. Weller to receive an aggregate of 262 shares of restricted stock
         when the underlying stock options are exercised. The awards of
         restricted stock received are based on the formula of one (1)
         restricted share for every five (5) shares of Common Stock purchased
         pursuant to the exercise of stock options. The restriction period is
         for three (3) years from the date of receipt, and if the shares
         purchased pursuant to the exercise of stock options are sold within
         this time period, a pro rata percentage of the restricted shares are
         forfeited and must be returned to the Company.

 (3)     The assumed annual rates of appreciation in the table are shown for
         illustrative purposes only pursuant to applicable SEC requirements.
         Actual values realized on stock options are dependent on actual future
         performance of the Company's stock, among other factors. Accordingly,
         the amounts shown may not necessarily be realized. Does not include the
         value of restricted stock awards in conjunction with the grant of
         options to Mr. Weller.

The table set forth below presents the amount and potential value of options
held by each named executive at the end of fiscal 1997.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION VALUES

<TABLE>
<CAPTION>

                                                           Number of
                                                           Securities        Value of
                                                           Underlying     Unexercised In-
                                                           Unexercised      the-Money
                                                           Options at      Options at
                                   Shares                 FY - End (#)      FY - End ($)
                                Acquired on     Value     Exercisable/     Exercisable/
                Name             Exercise     Realized(1) Unexercisable   Unexercisable(1)

                ----             --------     ----------- -------------   ----------------
         <S>                       <C>         <C>         <C>              <C>        
         A. Patrick Linton         10,052      $85,764     39,198/--        $326,037/--

         Martin S. Lapera             --           --      15,768/--        $126,151/--

         Charles E. Weller          4,400      $55,204     11,121/--        $152,096/--

         Mark A. Severson           2,451      $20,912      9,631/--         $77,623/--

</TABLE>

1. Does not include the value of restricted stock awards in conjunction with the
grant of options.


                                       23
<PAGE>


Profit Sharing Plan. The Company has a Section 401 (k) profit sharing plan (the
"Plan") covering employees meeting certain eligibility requirements as to
minimum age and years of service. Employees may make voluntary contributions to
the Plan through payroll deductions on a pre-tax basis. The Company makes
contributions to the Plan at its discretion, based on the Company's performance.
The Company's contributions are subject to a periodic vesting schedule (20% per
year), requiring the completion of five years of service with the Company,
before these benefits are fully vested. A participant's account under the Plan,
together with investment earnings thereon, is normally distributable, following
retirement, death, disability or other termination of employment, in a single
lump-sum payment.

The Company's annual contribution to the Plan totaled $466,000 in 1997,
including an aggregate of $37,067 of contributions for the executive officers
named in the SUMMARY COMPENSATION TABLE.

Supplemental Executive Retirement Plan. The Bank maintains a Supplemental
Executive Retirement Plan in order to provide retirement benefits and long-term
compensation to a select group of executives, determined by the Board of
Directors. Each Participant may elect to make contributions from his or her
salary or bonus (if any), on a pre-tax basis. Each Participant shall be entitled
to have his or her Account receive the credit for a particular Plan Year only if
the Participant is both credited with a Year of Service during the Plan Year and
is employed on the last day of the Plan Year or terminates employment during the
Plan Year due to his or her (i) death, disability, retirement, or (ii)
acquisition or merger of the Bank. If the Participant satisfies the requirements
for a Plan Year, the Bank shall credit the Participant's Account, with an amount
equal to (i) sixty percent (60%) of the Eligible Executive's Final Average
Compensation commencing at age 65, or if later, actual retirement with 15 Years
of Service, reduced by (ii) the combined value of the following: (a) the
Participant's estimated primary insurance amount ("PIA") at age 65 from Social
Security, assuming the Participant is entitled to the maximum PIA; and (b) the
age 65 retirement income from the Executive Compensation Plan; and (c) the age
65 projected value of the Participant's accrued benefits under the Bank's
terminated defined benefit pension plan ; and (d) the age 65 projected value of
the Participant's profit-sharing contribution account under the Company's 401(k)
Retirement and Savings Plan; and (e) the age 65 projected value of the
Participant's matching contribution account under the Company's 401(k)
Retirement and Savings Plan. The benefits related to this plan will be paid out
of the general assets of the Bank.

Executive Compensation Plan. The Bank maintains an Executive Compensation Plan,
which is intended to provide supplemental retirement benefits to executive
officers designated by the Human Resources Committee of the Bank's Board of
Directors. Under this plan, an amount determined by the Committee will be paid
to a participant annually (in twelve monthly payments) for up to ten years
commencing upon the earliest of (a) his or her attaining sixty-five years of age
(or such later date as the participant and the Bank agree), (b) his or her death
or (c) his or her disability. The payments will be made to a participant or his
or her beneficiaries from the general funds of the Bank. Periodically, the Human
Resources Committee will approve a change to the amount of annual benefits
payable under the Executive Compensation Plan. Under



                                       24
<PAGE>

the plan, the current annual benefits at normal retirement age established by
the Human Resources Committee for Messrs. Linton and Lapera are $20,000 and
$10,000, respectively. Messrs. Severson and Weller have no benefits under this
plan.

Human Resources Committee Report


The Human Resources Committee of the Company is composed of four outside
directors, Messrs. George B. Callan, Jr., Bernard L. Grove, Jr., Kenneth W. Rice
and Rand D. Weinberg. None of the committee members has ever been an employee of
the Company or its subsidiary. The Committee makes recommendations to the full
Board of Directors regarding the adoption, extension, amendment and termination
of the Company's compensation plans. In conjunction with the Company's Chairman
and President/Chief Executive Officer ("CEO"), it reviews the performance of
senior management, recommends annual salary revisions and administers the
Company's compensation plans.

The Committee is guided by the following executive compensation philosophy of
the Company:

1.       Enable the Company to attract and retain superior management by
         providing a very competitive total compensation package.

2.       Align the interests of shareholders and management by providing stock
         options as a portion of the executive's total compensation package.

3.       Base a portion of the executive's total compensation package upon the
         attainment of defined performance goals that support the growth and
         appreciation of the Company's value over time.

4.       Balance objectives of short-term performance and long-term growth and
         appreciation of the Company through a combination of an annual
         incentive compensation program using annual cash bonuses, and the stock
         option plan that rewards the executives through long-term growth and
         appreciation of the Company.

Executive compensation consists primarily of three components: Base Salary,
Annual Bonus, and Stock Options.

Base Salary

The Company's policy is to set base salaries for each executive officer
position, including that of the CEO, in a range commensurate for equivalent
banking jobs in the Mid-Atlantic region. The Company utilizes outside
consultants to monitor the Company's competitive compensation status. The Board
of Directors based upon the Human Resources Committee's recommendations sets the
base salaries of executive officers.


                                       25
<PAGE>

Executive officers, other than the CEO, are reviewed annually by their
superiors. The CEO is reviewed by the Executive Committee of the Board of
Directors of the Company, which evaluation is forwarded to the Human Resources
Committee. The quality of their individual performances and the relationship of
their salary to their established salary range determine salary adjustments for
executive officers.

Adjustments to the base salary of the CEO are governed by the same factors as
other executive officers, but also specifically take into account the Company's
current financial performance as measured by earnings, asset growth, and overall
financial soundness. The Committee also considers the CEO's leadership in
setting high standards for financial performance, motivating his management
colleagues, and representing the Company and its values to internal and external
constituencies.

Annual Bonus

The Company has an Employee Performance Bonus Plan (the "Bonus Plan"). Annual
bonuses are accrued as of the end of the fiscal year and are paid in January.
The Company's Bonus Plan has several components related to the Company's
performance. For 1997, these components consisted of the Company achieving
pre-determined return on average shareholder's equity, asset growth, stock price
appreciation and earnings per share growth. The CEO's, Chief Operating Officer's
and the Chief Financial Officer's annual cash bonuses are strictly related to
the Company's performance goals while the other named executive officer's annual
cash bonus was related 50% to the Company's performance goals and 50% to the
Bank's performance goals. The Human Resources Committee approves goals for each
component of the Bonus Plan at the beginning of each year. Annual cash bonuses
tied to Bank performance goals and/or the Company's performance goals are
evaluated on a point system. Points are awarded for equaling or exceeding the
predetermined base for each component. Target goals are determined that exceed
the threshold level, as well as maximum goals. For each specific component, if
the threshold level is not achieved, no bonus is awarded for that component. The
maximum potential annual bonus award for the four named executive officers is
15.0% to 37.5% of base salary, depending on the executive's position.

In 1997, the Company exceeded its maximum performance goals. Based on these
results, the CEO was awarded a bonus of $78,750 which constituted 37.5% of his
1997 base salary. This annual bonus amount was accrued as of December 31, 1997
and paid in January 1998.

For the other named executive officers, Bank performance goals were exceeded in
addition to substantially meeting the Company's target performance goals.

As of December 31, 1997, the total accrued annual bonus for the four named
executive officers in the Bonus Plan was $155,346, which was paid in January
1998.



                                       26
<PAGE>

Stock Options

The Company maintains a 1992 Stock Option Plan currently covering 454,782 shares
of the Company's Common Stock. This Stock Option Plan provides for grants by the
Human Resources Committee of non-qualified stock options, as well as incentive
stock options, thus tying a portion of the executive's compensation directly to
the performance of the Company's stock price. The exercise price of the option
to purchase stock under the plan may not be less than 100% of the fair market
value of the Company's stock on the date of grant. Stock options are immediately
exercisable from the date of grant and expire five and ten years from the date
of the grant. Stock options for the four named executive officers typically are
granted each year for a number of shares, the aggregate market value of which is
in a range of 35% to 140% of the executive officer's base salary as of the date
of grant. The Stock Option Plan also provides that the Company may grant one (1)
share of restricted stock for every five (5) shares of Common Stock purchased
pursuant to the exercise of options under the plan. The Common Stock purchased
pursuant to the exercise of such options must be held for a period of three
years before the restricted stock granted by the Company will fully vest to the
recipient thereof. Stock options must be exercised in the sequence in which they
were granted. This Plan also allows the Company to grant Reload Options, which
allows the recipient to receive an Option to purchase, at an exercise price per
share equal to the fair market value of the Common Stock as of that date, a
number of shares of Common Stock equal to the number of shares subject to the
exercised Option, if the original Option is exercised within three years of its
date of grant.

In 1997, the CEO received options to purchase 10,271 shares with an exercise
price of $28.625 per share. The CEO now owns 58,620 shares of the Company's
Common Stock and holds options to purchase an additional 39,198 shares, all of
which are presently exercisable. In 1997, the other named executive officers
received options to purchase an aggregate of 8,601 shares of the Company's
Common Stock with an exercise price of $28.625 per share. The Human Resources
Committee believes that significant equity interests in the Company held by the
Company's management align the interests of shareholders and management.

Stock options are designed to align the interests of executives with those of
the shareholders. This approach is designed to provide incentives for the
creation of shareholder value over the long term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over a number of years.



                                       27
<PAGE>

Conclusion

Through the programs described above, a moderate portion of the Company's
executive compensation is linked directly to individual and corporate
performance and stock price appreciation. In the case of the CEO, approximately
26% of his total 1997 compensation, including the accrued annual bonus as of
December 31, 1997, consisted of performance-based variable elements. The Human
Resources Committee intends to continue the policy of linking executive
compensation to corporate performance and returns to shareholders, recognizing
that ups and downs of the business cycle from time to time may result in an
imbalance for a particular period.

The Human Resources Committee of the Company has prepared this report.

George B. Callan, Jr., Bernard L. Grove, Jr., Kenneth W. Rice, Rand D. Weinberg.



Performance Graph

Set forth below is a line graph comparing the yearly percentage change in
cumulative total shareholder return on the Company's Common Stock from January
1, 1992 to December 31, 1997. The Company's yearly percentage change in
cumulative total shareholder return as shown below is compared to the NASDAQ
Market Index and the published Industry Peer Group Index consisting of 123
middle Atlantic banks published by Media General Financial Services.




                                       28
<PAGE>





                                   PLOT POINTS
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                 FCNB           Peer Group             NASDAQ
                                 ----           ----------             ------

                <S>              <C>              <C>                  <C>
                12/31/92         100.00           100.00               100.00
                12/31/93         136.25           124.23               119.95
                12/31/94         184.99           117.94               125.94
                12/31/95         190.11           179.10               163.35
                12/31/96         197.90           253.66               202.99
                12/31/97         310.81           375.28               248.30
</TABLE>

Notes:   1.  Total return assumes reinvestment of dividends.
         2.  Fiscal Year Ending December 31.
         3.  Return based on $100 dollars invested on January 1,
             1993 in FCNB Corp Common Stock, an index for NASDAQ Stock Market
             (U.S. Companies), and Bank peer group.



Item 13.  Certain Relationships and Related Transactions.

During the past year the Bank has had, and the Bank expects to have in the
future, banking transactions in the ordinary course of business with its
directors and officers as well as with their associates. These transactions have
been made on substantially the same terms, including interest rates, collateral,
and repayment terms, as those prevailing at the same time for comparable
transactions with unaffiliated parties. The extensions of credit to these
persons have not and do not currently involve more than the normal risk of
collectability or present other unfavorable features. At December 31, 1997,
loans to directors and officers and their respective associates, including loans
guaranteed by such persons, aggregated $9.2 million, which represented
approximately 11.9% of consolidated shareholders' equity.

Gail T. Guyton, a director of the Company and the Bank, is chairman of the board
and a principal shareholder of Morgan-Keller, Inc., a construction firm. During
1997, the Company paid Morgan-Keller, Inc. a total of $160,000 in construction
payments, which related to various construction projects.

Jacob R. Ramsburg, Jr., a director of the Company and the Bank, is president and
a principal shareholder of Frederick Underwriters, Inc., a general insurance
agency which received $340,000 in premiums during 1997 in connection with the
Company's purchase of certain types of insurance coverage.

Rand D. Weinberg, a director of the Company and the Bank, is a partner with
Weinberg & Weinberg, a law firm in Frederick which received $15,000 in legal
fees during 1997 for legal representation of various legal matters.






                                      29
<PAGE>





                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)      Documents filed as a part of the Report:

                  1.       The following consolidated financial statements
                           included in the 1997 Annual Report to Shareholders
                           are incorporated herein by reference under Item 8 of
                           this Report:

<TABLE>
<CAPTION>
                                                                   Page Number
                                                                in Annual Report

                           <S>                                       <C>
                           Consolidated Balance Sheets                  25

                           Consolidated Statements of Income            26

                           Consolidated Statements of Changes
                           in Shareholders' Equity                      27

                           Consolidated Statements of Cash
                           Flows                                        28

                           Notes to Consolidated Financial
                           Statements                                30-45

                           Report of Independent Auditors               45

</TABLE>

                  2.       All schedules for which provision is made in the
                           accounting regulations of the Securities and Exchange
                           Commission are not applicable or are not required
                           under the related instruction and therefore have been
                           omitted.

                  3.       Exhibits required by Item 601 of Regulation S-K:


<TABLE>
<CAPTION>
                  Exhibit No.       Item
                  -----------       ----

                  <S>               <C>
                  3-A               A copy of the Articles of Restatement of the
                                    Articles of Incorporation of FCNB Corp is
                                    hereby incorporated by reference to Exhibit
                                    3-A of the Annual Report on Form 10-K for
                                    1994 of the Registrant.

</TABLE>

                                       30

<PAGE>

<TABLE>
<CAPTION>

                  Exhibit No.       Item
                  -----------       ----

                  <S>               <C>                                                    
                  3-B               A copy of the amended By-Laws of FCNB
                                    Corp is hereby incorporated by reference to
                                    Exhibit 3-B of the Annual Report on Form
                                    10-K for 1993 of the Registrant.

                  10.1              A copy of the Executive Compensation
                                    Plan for Directors of FCNB Bank is hereby
                                    incorporated by reference to Exhibit 10-D to
                                    the Registration Statement on Form S-4 (File
                                    No. 33-09406) of the Registrant.

                  10.2              A copy of the Executive Compensation
                                    Plan for Management Personnel of FCNB Bank
                                    is hereby incorporated by reference to
                                    Exhibit 10-E to the Registration Statement
                                    on Form S-4 (File No. 33- 09406) of the
                                    Registrant.

                  10.3              A copy of the Supplemental Executive
                                    Retirement Plan of FCNB Bank, filed
                                    herewith.

                  10.4              A copy of the Severance Agreement
                                    between FCNB Corp, FCNB Bank and A. Patrick
                                    Linton, filed herewith.

                  10.5              A copy of the Severance Agreement
                                    between FCNB Corp, FCNB Bank and Martin S.
                                    Lapera, filed herewith.

                  10.6              A copy of the Severance Agreement
                                    between FCNB Corp, FCNB Bank and Mark A.
                                    Severson, filed herewith.

                  10.7              A copy of the Employee Incentive Bonus
                                    Plan of FCNB Bank is hereby incorporated by
                                    reference to Exhibit 10-F of the Annual
                                    Report on Form 10-K for 1991 of the
                                    Registrant.

                  10.8              A copy of the Compensation Agreement
                                    with Clyde C. Crum, filed herewith.

                  11                Statement Regarding Computation of Basic
                                    and Diluted Per Share Earnings, filed
                                    herewith.

                  12                Statement Regarding Computation of
                                    Ratios, filed herewith.
</TABLE>



                                       31
<PAGE>




<TABLE>
<CAPTION>

                  Exhibit No.                        Item

                  <S>               <C>     
                  13                The Company's 1997 Annual Report to
                                    Shareholders, filed herewith.

                  21                A list of the subsidiaries of FCNB Corp
                                    is hereby incorporated by reference to the
                                    1997 Annual Report to Shareholders at page
                                    47.

                  23                Consent of Independent Auditor

                  27                Financial Data Schedule

                  99.1              A copy of the Dividend Reinvestment and
                                    Stock Purchase Plan of FCNB Corp is hereby
                                    incorporated by reference to Registration
                                    Statement on Form S-3 (File No. 33-55040) of
                                    Registrant.

                  99.2              A copy of the FCNB Corp 1992 Employee
                                    Stock Option Plan, as amended, filed
                                    herewith.

                  99.3              A copy of the FCNB Corp 1997 Stock
                                    Option Plan for Directors, filed herewith.

</TABLE>

         (b)   There were no Reports on Form 8-K filed during the quarter ended
               December 31, 1997.




                                       32
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           FCNB CORP
                                           (Registrant)

Date: March 10, 1998           By: -------------------------------------
                                           A. Patrick Linton
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated:


                          PRINCIPAL EXECUTIVE OFFICER:

Date: March 10, 1998                /s/ A. PATRICK LINTON
                                    ------------------------------------
                                    A. Patrick Linton
                                    President,
                                    Chief Executive Officer and Director

                     PRINCIPAL FINANCIAL AND
                       ACCOUNTING OFFICER:

Date: March 10, 1998                 /s/ MARK A. SEVERSON
                                     -----------------------------------
                                     Mark A. Severson
                                     Senior Vice President and Treasurer

Date: March 10, 1998                 /s/ GEORGE B. CALLAN
                                     -----------------------------------
                                     George B. Callan, Jr., Director

Date: March 10, 1998                 /s/ SHIRLEY D. COLLIER
                                     -----------------------------------
                                     Shirley D. Collier, Director


Date: March 10, 1998                 /s/ MILES M. CIRCO
                                     -----------------------------------
                                     Miles M. Circo, Director

Date: March 10, 1998                 /s/ CLYDE C. CRUM
                                     -----------------------------------
                                              Clyde C. Crum, Director





<PAGE>

Signatures (continued)

Date: March 10, 1998             /s/ JAMES S. GRIMES
                                 -------------------------------
                                 James S. Grimes, Director

Date: March 10, 1998             /s/ BERNARD L. GROVE
                                 -----------------------------------
                                 Bernard L. Grove, Jr., Director

Date: March 10, 1998             /s/ GAIL T. GUYTON
                                 -----------------------------------
                                 Gail T. Guyton, Director

Date: March 10, 1998             /s/ FRANK L. HEWITT
                                 -----------------------------------
                                 Frank L. Hewitt, III, Director

Date: March 10, 1998             /s/ RAMONA C. REMSBERG
                                 -----------------------------------
                                 Ramona C. Remsberg, Director

Date: March 10, 1998             /s/ JACOB R. RAMSBURG
                                 -----------------------------------
                                 Jacob R. Ramsburg, Jr., Director

Date: March 10, 1998             /s/ KENNETH W. RICE
                                 -----------------------------------
                                 Kenneth W. Rice, Director

Date  March 10, 1998             /s/ RAND D. WEINBERG
                                 -----------------------------------
                                 Rand D. Weinberg, Director

Date: March 10, 1998             /s/ DEWALT J. WILLARD
                                 -----------------------------------
                                 DeWalt J. Willard, Jr., Director