Exhibit 99C


Anderson Associates
Certified Public Accountants


                          INDEPENDENT AUDITOR'S REPORT

Board of Directors
Laurel Bancorp, Inc.
Laurel, Maryland

         We  have  audited  the  accompanying   consolidated  statement  of  the
financial condition of Laurel Bancorp,  Inc. and Subsidiaries as of November 30,
1995, and the related  statements of operations,  shareholders'  equity and cash
flows for each of the years in the two year  period  ended  November  30,  1995.
These  financial   statements  are  the   responsibility  of  the  Corporation's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards. Those standards required that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all material  respects,  the  financial  position of Laurel
Bancorp,  Inc. as of November 30, 1995,  and the results of its  operations  and
cash flows for each of the years in the two year period ended November 30, 1995,
in conformity with generally accepted accounting principles.

Anderson Associates
January 17, 1996
Baltimore, Maryland



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                                   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 11, 1997                        By /s/A. Patrick Linton
--------------------                           ---------------------------------
                                                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 11, 1997                        /s/A. Patrick Linton
--------------------                        ------------------------------------
                                               A. Patrick Linton, President,
                                               Chief Executive Officer and
                                               Director

                             PRINCIPAL FINANCIAL AND
                               ACCOUNTING OFFICER:

Date: March 11, 1997                        /s/Mark A. Severson
--------------------                        ------------------------------------
                                               Mark A. Severson, Senior Vice
                                               President and Treasurer

Date: March 11, 1997                        /s/George B. Callan, Jr.
--------------------                        ------------------------------------
                                               George B. Callan, Jr., Director

Date: March 11, 1997                        /s/Miles M. Circo
--------------------                        ------------------------------------
                                               Miles M. Circo, Director

Date: March 11, 1997                        /s/Clyde C. Crum
--------------------                        ------------------------------------
                                               Clyde C. Crum, Director

Date: March 11, 1997                        /s/James S. Grimes
--------------------                        ------------------------------------
                                               James S. Grimes, Director

<PAGE>

(SIGNATURES CONTINUED)


Date: March 11, 1997                        /s/Bernard L. Grove, Jr.
--------------------                        ------------------------------------
                                               Bernard L. Grove, Jr.,Director

Date: March 11, 1997                        /s/Gail T. Guyton
--------------------                        ------------------------------------
                                               Gail T. Guyton, Director

Date: March 11, 1997                        /s/Frank L. Hewitt, III
--------------------                        ------------------------------------
                                               Frank L. Hewitt, III, Director

Date: March 11, 1997                        /s/Ramona C. Remsberg
--------------------                        ------------------------------------
                                               Ramona C. Remsberg, Director

Date: March 11, 1997                        /s/Jacob R. Ramsburg, Jr.
---------------------------                 ------------------------------------
                                               Jacob R. Ramsburg, Jr., Director

Date: March 11, 1997                        /s/Kenneth W. Rice
--------------------                        ------------------------------------
                                               Kenneth W. Rice, Director

Date: March 11, 1997                        /s/Rand D. Weinberg
--------------------                        ------------------------------------
                                               Rand D. Weinberg, Director

Date: March 11, 1997                        /s/DeWalt J. Willard, Jr.
--------------------                        ------------------------------------
                                               DeWalt J. Willard, Jr., Director