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

                                    FORM 10-K/A

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

For the fiscal year ended December 31, 1998
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 $20.50 per share) held by
nonaffiliates on February 9, 1999, was approximately  $178,965,267.  As of March
10, 1999,  there were  10,066,435  shares of Common  Stock,  par value $1.00 per
share, of FCNB Corp issued and outstanding.

                       Documents Incorporated by Reference
Portions of the 1998 Annual Report to  Shareholders  for the year ended December
31, 1998, and the1999 Proxy Statement - PARTS I, II, III, & IV


<PAGE>

                                     PART I

Item 1.  Business.

General

This  section of the  report  contains  forward  looking  statements  within the
meaning of the  Private  Securities  Litigation  Reform  Act of 1995,  including
statements relating to FCNB Corp and its principal wholly-owned  subsidiary FCNB
Bank's  (collectively,  the  "Registrant" or "Company")  beliefs,  expectations,
anticipations and plans regarding,  among other things, general economic trends,
interest  rates,  product  expansions  and other  matters.  Such  statements are
subject to numerous uncertainties,  such as federal monetary policy,  inflation,
employment, profitability and consumer confidence levels, both nationally and in
the Company's market area, the health of the real estate and construction market
in the Company's  market area,  the Company's  ability to develop and market new
products  and to enter new  markets,  competitive  challenges  in the  Company's
market,  legislative  changes and other  factors,  and as such,  there can be no
assurance that future events will develop in accordance with the forward looking
statements contained herein.

Additionally,  the  Company's  future  financial  performance  may be  adversely
impacted  by  the   inability   of  the   Company  to  cause  its   information,
communications and environmental  systems to be capable of correctly recognizing
and  processing  dates after  December 31, 1999 ("Y2K  Compliant")  as currently
anticipated, and in any event, prior to January 1, 2000. Factors which may cause
actual  results to differ from current Y2K  Compliance  plans include  increased
costs of achieving Y2K  Compliance,  delayed  timeframes  for  implementing  and
testing Y2K Compliance measures, and delays by the Company's vendors in becoming
Y2K Compliant, or the inability of such vendors to become Y2K Compliant prior to
January  1, 2000.  Additionally,  the  Company's  performance  may be  adversely
affected by the failure of its customers or  governmental  authorities to become
Y2K Compliant prior to January 1, 2000.  Because of these  uncertainties and the
assumptions  on which  statements  in this  document  are based,  actual  future
results may differ materially from those contemplated by such statements.

The 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 1998 Annual Report to  Shareholders.  Such
information is incorporated herein by reference to the Annual Report.

On March 16, 1999, the Company signed a definitive agreement through which First
Frederick Financial Corp. and its wholly owned banking subsidiary, First Bank of
Frederick, will merge with and into the Company and the Bank, both headquartered
in Frederick,  Maryland. The merger is valued at approximately $37 million based
on closing  stock prices as of March 11,


<PAGE>

1999.  Through First Bank of Frederick,  First  Frederick  Financial  operates 6
full-service  banking  offices and had $123 million in assets as of December 31,
1998.

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

The 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 Anne Arundel,  Baltimore,
Carroll,  Frederick,   Howard,  Montgomery,  and  Prince  George's  counties  in
Maryland,  Washington,  D.C.,  and Fairfax  County in Virginia.  At December 31,
1998, the Bank operated eight banking offices in Frederick, Maryland, one office
each  in  Brunswick,  Catonsville,  Columbia,  Damascus,  Eldersburg,  Elkridge,
Gaithersburg, Germantown, Glen Burnie, Laurel, Middletown, Monrovia, Mount Airy,
Odenton,  Pikesville,  Poolesville,   Reisterstown,  Rockville,  Silver  Spring,
Walkersville,  and Westminster,  Maryland, two offices in Washington,  D.C., and
one office in Dunn Loring,  Virginia.  At December 31, 1998,  the Bank had total
loans, net of unearned income, of approximately $727.57 million, total assets of
approximately  $1.32 billion,  total deposits of approximately  $862.71 million,
and a legal lending limit of  approximately  $15.37 million to any one borrower.
The deposits of the Bank are insured by the FDIC.

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.

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 Anne Arundel, Baltimore,  Carroll,  Frederick,  Howard, Montgomery,
and Prince George's 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


<PAGE>



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
41 and 42 of the Company's 1998 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 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.



<PAGE>



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.

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.



<PAGE>



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.

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



<PAGE>



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.

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,  1998,  the Bank  would be deemed  to be a "well  capitalized"
institution  for purposes of Section 38 of the FDIA.  Also at December 31, 1998,
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-



<PAGE>



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 Capital Trust

FCNB Capital  Trust,  a statutory  business  trust created under the laws of the
State of Delaware,  is a wholly-owned  subsidiary of the Company. This trust was
created to hold the 8.25% Subordinated  Debentures issued by the Company on July
20, 1998, and to issue its 8.25% Cumulative Trust Preferred Securities.

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.

Frederick Underwriters, Inc.

Frederick Underwriters, Inc., a Maryland corporation, was formerly the Company's
First Choice Insurance Agency, Inc ("First Choice") that was organized in April,
1994. In December 1998,  the Company  consummated  the  acquisition of Frederick
Underwriters,  Inc.  headquartered  in  Frederick,  Maryland and its  affiliated
agencies - Phillips Insurance Agency,  Inc. and Carroll County Insurance Agency,
Inc. (collectively, "Frederick Underwriters").  Frederick Underwriters, Inc. was
merged  with and into First  Choice  with First  Choice  surviving  the  merger.
Simultaneously  with the merger,  First  Choice  changed  its name to  Frederick
Underwriters, Inc. This subsidiary is a full-service insurance agency.

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 



<PAGE>



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, 1998,  the Company had  approximately  552  employees of whom 13
were executive officers,  114 were other officers, 358 were full-time employees,
and 67 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 following properties:


   Location                                         Square footage
 -------------                                    ------------------
Catonsville
919 Frederick Road
Catonsville, MD                                          3,744

Columbia
5585 Twin Knolls Road
Columbia, MD                                             3,420

E. Frederick
1303 East Patrick Street
Frederick, MD                                            2,340

Eldersburg
6229 Sykesville Road
Eldersburg, MD                                           2,160

Elkridge
7290 Montgomery Road
Elkridge, MD                                             7,000

Laurel
380 Main Street
Laurel, MD                                               3,315

Odenton
1219 Annapolis Road
Odenton, MD                                              3,782


<PAGE>



Properties owned:  (continued)

   Location                                         Square footage
 -------------                                    ------------------


Rosemont
1602 Rosemont Avenue
Frederick, MD                                            1,920

Route 85
5602 Buckeystown Pike
Frederick, MD                                            2,100

Square Corner
1 North Market Street
Frederick, MD                                            3,634

Walkersville
100 Commerce Drive
Walkersville, MD                                         2,510



The Bank leases the following properties:

Location                         Square Footage            Lease Expiration Date
--------                         --------------            ---------------------
Antietam
1595 Opossumtown Pike
Frederick, MD                      1,750                   07/31/2003

Brunswick
94 Souder Road
Brunswick, MD                     2,040                    04/30/2015

Damascus
9815 Main Street
Damascus, MD                      1,000                    09/30/1999

Deerpath
6810 Deerpath Road
Elkridge, MD                      5,718                   06/30/2000

Englar Road
Route 140 & Englar Road
Westminster                       1,500                   09/30/2002

Farragut Square
815 Connecticut Avenue
Washington, DC                    3,659                   10/31/2005

40 West
1100 West Patrick Street
Frederick, MD                     1,867                   05/31/2003


<PAGE>



Properties leased:  (continued)


Location                         Square Footage            Lease Expiration Date
--------                         --------------            ---------------------
Friendship Heights
5200 Wisconsin Avenue, NW
Washington, DC
(Land lease)                     5,831 (Land)              12/31/2002

FSK Mall
5500 Buckeystown Pike
Frederick, MD                    470                       07/31/2002

Fox Chapel
19801 Frederick Road
Germantown, MD                   1,950                     03/31/2001

Glen Burnie
7381 Baltimore-Annapolis
  Blvd.
Glen Burnie, MD
(Land lease)                     2,400 (Land)              11/22/1999

Green Valley
11801 Fingerboard Road
Monrovia, MD                     1,200                     03/01/1999

Kentlands
265 Kentlands Blvd.
Gaithersburg, MD                 2,946                     11/30/2003

Middletown
819 East Main Street
Middletown, MD
(Land Lease)                     23,705 (Land)             11/25/2009

Mt. Airy
400 Ridgeville Blvd.
Mt. Airy, MD                     2,000                     03/31/1999

Owings Mills
11299 Owings Mills Blvd.
Owings Mills, MD                 3,800                     02/28/2004

Pikesville
1777 Reisterstown Road
Pikesville, MD                   2,560                     11/30/2008

Pikesville (Old)
678 Reisterstown Road
Pikesville, MD                   2,269                     02/29/2000


<PAGE>



Properties leased:  (continued)


Location                         Square Footage            Lease Expiration Date
--------                         --------------            ---------------------
Poolesville
19645 Fisher Avenue
Poolesville, MD                  2,380                     11/30/2000

Reisterstown
11702 Reisterstown Road
Reisterstown, MD                 2,520                     02/31/2004

Rockville Offices
One Church Street
Rockville, MD                    5,062                     02/28/2005

Silver Spring
8121 Georgia Avenue
Silver Spring, MD                1,799                     05/31/2000
  
Tysons Corner
2230 Gallows Road
Dunn Loring, VA  22027           2,700                     12/31/2000

Westminster Regional Office
Winchester Exchange Bldg.
15 East Main Street
Westminster, MD                  1,010                     12/31/1999


Frederick Underwriters, Inc. lease the following properties:


Location                         Square Footage            Lease Expiration Date
--------                         --------------            ---------------------

1209 East Street
Frederick, Maryland              14,500                    03/31/2001

Brunswick Shopping Center
94 Souder Road
Brunswick, MD                     620                      02/28/2005

Carroll County Insurance
  Agency
125 Airport Drive
Westminster, MD                   2,500                    05/31/2006

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.



<PAGE>



During the fourth quarter of 1998,  there were two matters  submitted for voting
to the shareholders.  The first meeting was held on November 4, 1998, to vote on
the acquisition of Capital Bank, N.A. The total number of votes was 5,926,087 of
which 5,787,277 were voted FOR the  transaction.  The second meeting was held on
December 30, 1998, to vote on the  acquisition of Frederick  Underwriters,  Inc.
The total  number  of votes  was  5,689,483  of which  5,324,931  voted FOR this
transaction.

                                     PART II

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

The  information  required by this item is contained on page 49 of the Company's
1998 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 41 of the
Company's 1998 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.



<PAGE>



The  information  required by this item is contained on page 26 of the Company's
1998 Annual Report to Shareholders.  Such information is incorporated  herein by
reference to the Annual Report.

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 25 of the
Company's 1998 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 to 18 of the
Company's 1998 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 27
to 48 of the Company's 1998 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.

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

The  information  required  by this  item is  contained  on  pages 2 to 4 of the
Company's  1999 Proxy  Statement.  Such  information is  incorporated  herein by
reference to the Proxy Statement.

Compliance with Section 16(a) of the Exchange Act

The  information  required by this item is contained on page 13 of the Company's
1999 Proxy Statement.  Such  information is incorporated  herein by reference to
the Proxy Statement.

Executive Officers of the Company.



<PAGE>


Information  concerning  non-director executive officers of the Registrant is as
follows:

Martin S. Lapera (age 46) 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 50) 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, 1998.

Mark A.  Severson  (age 45) 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 61) is a Vice  President of the Company and is a Senior Vice
President of the Bank.

Helen G. Hahn (age 62) is a Vice  President and  Secretary of the Company.  Mrs.
Hahn is a Senior Vice President and Cashier of the Bank.

                                VOTING SECURITIES

The  information  required by this item is contained on page 6 of the  Company's
1999 Proxy Statement.  Such  information is incorporated  herein by reference to
the Proxy Statement.

Item 11.  Executive Compensation.

Compensation of Directors

The  information  required  by this  item is  contained  on  pages 4 to 5 of the
Company's  1999 Proxy  Statement.  Such  information is  incorporated  herein by
reference to the Proxy Statement.

EXECUTIVE OFFICERS' COMPENSATION AND CERTAIN TRANSACTIONS

Compensation - Overview

The  information  required  by this  item is  contained  on pages 7 to 13 of the
Company's  1999 Proxy  Statement.  Such  information is  incorporated  herein by
reference to the Proxy Statement.



<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 1998 Annual  Report to  Shareholders
                           are incorporated  herein by reference under Item 8 of
                           this Report:

                                                                  Page Number
                                                                in Annual Report

                           Consolidated Balance Sheets                 27

                           Consolidated Statements of Income
                           And Comprehensive Income                    28

                           Consolidated Statements of Changes
                           in Shareholders' Equity                     29

                           Consolidated Statements of Cash Flows       30

                           Notes to Consolidated Financial
                           Statements                                  32-47

                           Report of Independent Auditors              48

                  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:

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

                  3.1                       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.



<PAGE>



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

                  3.2                        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 Supplemental Executive
                                            Retirement  Plan  of  FCNB  Bank  is
                                            hereby  incorporated by reference to
                                            Exhibit 10.3 of the Annual Report on
                                            Form    10-K   for   1997   of   the
                                            Registrant.

                  10.3                       A copy of the  Severance  Agreement
                                             between FCNB Corp, FCNB Bank and A.
                                             Patrick     Linton     is    hereby
                                             incorporated    by   reference   to
                                             Exhibit  10.4 of the Annual  Report
                                             on  Form   10-K  for  1997  of  the
                                             Registrant.

                  10.4                       A copy of the  Severance  Agreement
                                             between  FCNB  Corp,  FCNB Bank and
                                             Martin   S.    Lapera   is   hereby
                                             incorporated    by   reference   to
                                             Exhibit  10.5 of the Annual  Report
                                             on  Form   10-K  for  1997  of  the
                                             Registrant.

                  10.5                       A copy of the  Severance  Agreement
                                             between  FCNB  Corp,  FCNB Bank and
                                             Mark   A.    Severson   is   hereby
                                             incorporated    by   reference   to
                                             Exhibit  10.6 of the Annual  Report
                                             on  Form   10-K  for  1997  of  the
                                             Registrant.

                  10.6                      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.

                  10.7                       A   copy   of   the    Compensation
                                             Agreement  with  Clyde  C.  Crum is
                                             hereby incorporated by reference to
                                             Exhibit  10.8 of the Annual  Report
                                             on  Form   10-K  for  1997  of  the
                                             Registrant.

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



<PAGE>



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

                  12                        Statement Regarding  Computation of
                                            Ratios, filed herewith.

                  13                        The Company's 1998 Annual Report to
                                            Shareholders, filed herewith.

                  21                        A list of the  subsidiaries of FCNB
                                            Corp  is  hereby   incorporated  by
                                            reference to the 1998 Annual Report
                                            to Shareholders at page 50.

                  23.1                      Consent of Independent Auditor

                  23.2                      Consent of Independent Auditor

                  27.1                      Financial Data Schedule
                  27.2                      Restated Financial Data Schedule
                  27.3                      Restated 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 is hereby  incorporated  by
                                            reference  to  Exhibit  99.2 of the
                                            Annual Report on Form 10-K for 1997
                                            of the Registrant. . 99.3 A copy of
                                            the FCNB  Corp  1997  Stock  Option
                                            Plan  for   Directors   is   hereby
                                            incorporated    by   reference   to
                                            Exhibit  99.3 of the Annual  Report
                                            on  Form   10-K  for  1997  of  the
                                            Registrant.

                 99.3                       A copy of the FCNB Corp  1997  Stock
                                            Option Plan for  Directors is hereby
                                            incorporated by reference to Exhibit
                                            99.3 of the  Annual  Report  on Form
                                            10-K for 1997 of the Registrant.

     (b) An 8-K was filed  under  Item 5. Other  Events.  on  October  19,  1998
         announcing the termination of the Company's stock repurchase program.



<PAGE>



SIGNATURES

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

                                                    FCNB CORP
                                                    (Registrant)

Date:  March 23, 1999                               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 23, 1999                               /s/ A. Patrick Linton
---------------------                               ---------------------
                                                    A. Patrick Linton
                                                    President, Chief Executive
                                                     Office and Director

                                   PRINCIPAL FINANCIAL AND
                                   ACCOUNTING OFFICER:

Date:  March 23, 1999                               /s/Mark Severson
---------------------                        ----------------
                                             Mark Severson
                                             Senior Vice President and Treasurer

Date:  March 23, 1999                        /s/ George B. Callan, Jr.
---------------------                        -------------------------
                                             George B. Callan, Jr., Director

Date:  March 23, 1999                        /s/ Shirley D. Collier
---------------------                        ----------------------
                                             Shirley D. Collier, Director

Date:  March 23, 1999                        /s/ Miles M. Circo
---------------------                        ------------------
                                             Miles M. Circo, Director

Date:  March 23, 1999                        /s/Clyde C. Crum
---------------------                        ----------------
                                             Clyde C. Crum, Director

Date:  March 23, 1999                        /s/James S. Grimes
---------------------                        ------------------
                                             James S. Grimes, Director



<PAGE>



Signatures (continued)

Date: March 23, 1999                         /s/Bernard L. Grove, Jr.
--------------------                         ------------------------
                                             Bernard L. Grove, Jr., Director

Date:  March 23, 1999                       /s/Gail T. Guyton
---------------------                       -----------------
                                            Gail T. Guyton, Director

Date:  March 23, 1999                       /s/Frank L. Hewitt, III
---------------------                       -----------------------
                                            Frank L. Hewitt, III, Director

Date:  March 23, 1999                       
---------------------                       
                                            ----------------------------
                                            Ramona C. Remsberg, Director

Date:  March 23, 1999                       /s/Jacob R. Ramsburg, Jr.
---------------------                       -------------------------
                                            Jacob R. Ramsburg, Jr., Director

Date:  March 23, 1999                       /s/Kenneth W. Rice
---------------------                       ------------------
                                            Kenneth W. Rice, Director

Date:  March 23, 1999                       /s/Rand D. Weinberg
---------------------                       -------------------
                                            Rand D. Weinberg, Director

Date:  March 23, 1999                       /s/DeWalt J. Willard, Jr.
---------------------                       ------------------------
                                            DeWalt J. Willard, Jr., Director