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, 1999
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
of incorporation or organization)                   Identification 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 $17.9375 per share) held by
nonaffiliates on February 8, 2000, was approximately  $184,440,048.  As of March
3, 2000,  there were  11,924,558  shares of Common  Stock,  par value  $1.00 per
share, of FCNB Corp issued and outstanding.

                       Documents Incorporated by Reference
Portions of the 1999 Annual Report to  Shareholders  for the year ended December
31, 1999, and the 2000 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.

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 2 of the Company's  1999 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 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,
1999, 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, 1999,  the Bank had total
loans, net of unearned income, of approximately $903.07 million, total assets of
approximately $1.49 billion,  total deposits of approximately $1.03 billion, and
a legal lending limit of approximately  $14.91 million to any one borrower.  The
deposits of the Bank are insured by the FDIC.


                                       2
<PAGE>


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 VISA,
HONOR, 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 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
31 and 32 of the Company's 1999 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


                                       3
<PAGE>


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.

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
<PAGE>


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.

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


                                       6
<PAGE>


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,  1999,  the Bank  would be deemed  to be a "well  capitalized"
institution  for purposes of Section 38 of the FDIA.  Also at December 31, 1999,
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 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.


                                       7
<PAGE>


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 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, 1999,  the Company had  approximately  610  employees of whom 14
were executive officers,  124 were other officers, 409 were full-time employees,
and 63 were part-time employees.



                                       8
<PAGE>


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:

<TABLE>
<CAPTION>
---------------------------------------- --------------------------------------
               Location                             Square footage
---------------------------------------- --------------------------------------
<S>                                                      <C>
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
---------------------------------------- --------------------------------------
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
---------------------------------------- --------------------------------------
</TABLE>



                                       9
<PAGE>


The Bank leases the following properties:

<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- -----------------------------------
               Location                             Square Footage                    Lease Expiration Date
---------------------------------------- -------------------------------------- -----------------------------------
<S>                                                  <C>                        <C>
Adams Morgan
1789A Columbia Road
Washington, DC  20009                                    6,181                  12/31/2004
---------------------------------------- -------------------------------------- -----------------------------------
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                  09/30/2001
---------------------------------------- -------------------------------------- -----------------------------------
Deerpath
6810 Deerpath Road
Elkridge, MD                                             5,718                  06/30/2000
---------------------------------------- -------------------------------------- -----------------------------------
East Frederick Trading Center
East 8th Street
Frederick MD                                             3,356                  12/31/2004
---------------------------------------- -------------------------------------- -----------------------------------
Englar Road
Route 140 & Englar Road
Westminster, MD                                          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
---------------------------------------- -------------------------------------- -----------------------------------
Fox Chapel
19801 Frederick Road
Germantown, MD                                           1,950                  03/31/2001
---------------------------------------- -------------------------------------- -----------------------------------
Frederick Shopping Center
1305 West Seventh Street
Frederick, MD                                            1,440                  12/31/2003
---------------------------------------- -------------------------------------- -----------------------------------
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
---------------------------------------- -------------------------------------- -----------------------------------
</TABLE>


                                       10
<PAGE>


Properties leased:  (continued)

<TABLE>
<CAPTION>
------------------------------------------- -------------------------------------- --------------------------------------
               Location                             Square Footage                    Lease Expiration Date
------------------------------------------- -------------------------------------- --------------------------------------
<S>                                                     <C>                        <C>
Glen Burnie
7381 Baltimore-Annapolis Blvd.
Glen Burnie, MD
(Land lease)                                            2,400 (Land)               10/31/2000
------------------------------------------- -------------------------------------- --------------------------------------
Green Valley
11801 Fingerboard Road
Monrovia, MD                                                1,200                  02/28/2001
------------------------------------------- -------------------------------------- --------------------------------------
Homewood
Crumland Farms
Frederick, MD                                                312                   10/31/2004
------------------------------------------- -------------------------------------- --------------------------------------
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
Mt. Airy Shopping Center
Mt. Airy, MD                                                2,560                  12/31/2009
------------------------------------------- -------------------------------------- --------------------------------------
Owings Mills
11299 Owings Mills Blvd.
Owings Mills, MD                                            3,800                  02/28/2004
------------------------------------------- -------------------------------------- --------------------------------------
Patrick Center
West Patrick and Court Street
Frederick, MD                                               3,774                  11/30/2002
------------------------------------------- -------------------------------------- --------------------------------------
Patrick Center- Exec. Office
West Patrick and Court Street
Frederick, MD                                               2,033                  01/31/2006
------------------------------------------- -------------------------------------- --------------------------------------
Patrick Center - 3rd Floor
West Patrick and Court Street
Frederick, MD                                               1,765                  02/28/2006
------------------------------------------- -------------------------------------- --------------------------------------
Pikesville
1777 Reisterstown Road
Pikesville, MD                                              2,560                  11/30/2008
------------------------------------------- -------------------------------------- --------------------------------------
Poolesville
19645 Fisher Avenue
Poolesville, MD                                             2,380                  11/30/2000
------------------------------------------- -------------------------------------- --------------------------------------
Reisterstown
11702 Reisterstown Road
Reisterstown, MD                                            2,520                  02/31/2004
------------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


                                       11
<PAGE>


Properties leased:  (continued)

<TABLE>
<CAPTION>
------------------------------------------- -------------------------------------- --------------------------------------
               Location                             Square Footage                    Lease Expiration Date
------------------------------------------- --------------------------------------- -------------------------------------
<S>                                                        <C>                      <C>
Rockville
One Church Street
Rockville, MD                                               1,907                   02/28/2005
------------------------------------------- --------------------------------------- -------------------------------------
Rockville Regional Office
One Church Street
Rockville, MD                                               6,888                   02/28/2005
------------------------------------------- --------------------------------------- -------------------------------------
Rosehill Plaza
Building C, Units 3 & 4
Frederick, MD                                               2,434                   07/31/2004
------------------------------------------- --------------------------------------- -------------------------------------
Rosemont
1706 Rosemont Avenue
Frederick, MD                                               2,000                   05/31/2007
------------------------------------------- --------------------------------------- -------------------------------------
Route 40
1370 West Patrick Street
Frederick, MD                                              14,436                   04/03/2006
------------------------------------------- --------------------------------------- -------------------------------------
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                   12/31/2002
------------------------------------------- --------------------------------------- -------------------------------------
</TABLE>

Frederick Underwriters, Inc. lease the following properties:

<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
               Location                             Square Footage                      Lease Expiration Date
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                                     <C>                     <C>
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
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


                                       12
<PAGE>


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.

During the third quarter of 1999,  there was one matter  submitted for a vote to
the  shareholders.  The  meeting  was held on August  12,  1999,  to vote on the
acquisition of First Frederick Financial Corporation.  The total number of votes
was 8,344,719 of which 6,842,670 were voted FOR the 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 37 of the Company's
1999 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 30 of the
Company's 1999 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.


                                       13
<PAGE>


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 15 of the Company's
1999 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 2 to 14 of the
Company's 1999 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 5 to 7 of the
Company's 1999 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 16
to 36 of the Company's 1999 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 3 to 5 of the
Company's  2000 Proxy  Statement.  Such  information is  incorporated  herein by
reference to the Proxy Statement.


                                       14
<PAGE>


Executive Officers of the Company.

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

MARTIN S. LAPERA (age 47) is the Executive  Vice  President of the Company.  Mr.
Lapera is the  Executive  Vice  President,  Chief  Operating  Officer  and Chief
Lending Officer of the Bank.

CHARLES E.  WELLER  (age 51) 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 46) 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 62) is a Vice  President of the Company and is a Senior Vice
President of the Bank.

HELEN G. HAHN (age 63) is a Vice  President and  Secretary of the Company.  Mrs.
Hahn is a Senior Vice President and Cashier of the Bank.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The  information  required by this item is contained on page 14 of the Company's
2000 Proxy Statement.  Such  information is incorporated  herein by reference to
the Proxy Statement.


                                VOTING SECURITIES

The  information  required by this item is contained on page 7 of the  Company's
2000 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 page 5 to 6 of the
Company's  2000 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 8 to 12 of the
Company's  2000 Proxy  Statement.  Such  information is  incorporated  herein by
reference to the Proxy Statement.


                                       15
<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 1999  Annual  Report to  Shareholders  are  incorporated
                    herein by reference under Item 8 of this Report:

                                                                   Page Number
                                                                in Annual Report

                    Consolidated Balance Sheets                        16

                    Consolidated Statements of Income                  17

                    Consolidated Statements of Changes
                    in Shareholders' Equity                            18

                    Consolidated Statements of Cash
                    Flows                                           19-20

                    Notes to Consolidated Financial
                    Statements                                      21-36

                    Report of Independent Auditors                     36

               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.

                  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.


                                       16
<PAGE>


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

                 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.

                 12          Statement  Regarding  Computation of Ratios,  filed
                             herewith.

                 13          The Company's  1999 Annual Report to  Shareholders,
                             filed herewith.

                 21          A statement of the subsidiaries of FCNB Corp, filed
                             herewith.


                                       17
<PAGE>


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

                 23          Consent of Independent Auditor

                 24          Power of Attorney

                 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.

          (b)  An 8-K was filed  under Item 5. Other  Events on October 15, 1999
               announcing the completion of the  acquisition of First  Frederick
               Financial Corporation and its wholly-owned  subsidiary First Bank
               of Frederick.


                                       18
<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 21, 2000                      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 21, 2000             /s/ A. Patrick Linton
---------------------             ----------------------------------------------
                                  A. Patrick Linton
                                  President, Chief Executive Office and Director

                                   PRINCIPAL FINANCIAL AND
                                   ACCOUNTING OFFICER:

Date:  March 21, 2000             /s/Mark Severson
---------------------             ----------------------------------------------
                                  Mark Severson
                                  Senior Vice President and Treasurer

Date:  March 21, 2000             /s/ George B. Callan, Jr.*
---------------------             ----------------------------------------------
                                  George B. Callan, Jr., Director

Date:  March 21, 2000             /s/ Shirley D. Collier*
---------------------             ----------------------------------------------
                                  Shirley D. Collier, Director

Date:  March 21, 2000             /s/ Miles M. Circo*
---------------------             ----------------------------------------------
                                  Miles M. Circo, Director

Date:  March 21, 2000             /s/Clyde C. Crum*
---------------------             ----------------------------------------------
                                  Clyde C. Crum, Director

Date:  March 21, 2000             /s/James S. Grimes*
---------------------             ----------------------------------------------
                                  James S. Grimes, Director


                                       19
<PAGE>


SIGNATURES (CONTINUED)

Date:  March 21, 2000              /s/Bernard L. Grove, Jr.*
---------------------             ----------------------------------------------
                                  Bernard L. Grove, Jr., Director

Date:  March 21, 2000             /s/Gail T. Guyton*
---------------------             ----------------------------------------------
                                  Gail T. Guyton, Director

Date:  March 21, 2000             /s/Jacob R. Ramsburg, Jr.*
---------------------             ----------------------------------------------
                                  Jacob R. Ramsburg, Jr., Director

Date:  March 21, 2000             /s/Kenneth W. Rice*
---------------------             ----------------------------------------------
                                  Kenneth W. Rice, Director

Date:  March 21, 2000             /s/Rand D. Weinberg*
---------------------             ----------------------------------------------
                                  Rand D. Weinberg, Director

Date:  March 21, 2000             /s/DeWalt J. Willard, Jr.*
---------------------             ----------------------------------------------
                                  DeWalt J. Willard, Jr., Director

*By A. Patrick Linton, attorney-in-fact pursuant to power of attorney.


                                       20