FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Watkins Barry C

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/31/2008 

3. Issuer Name and Ticker or Trading Symbol

EAGLE BANCORP INC [EGBN]

(Last)        (First)        (Middle)

7815 WOODMONT AVE.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President-DC Region /

(Street)

BETHESDA, MD 20814       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   194   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Fidelity 2004 LTIP Incentive Options   8/31/2008   (1) 8/6/2014   Eagle Bancorp, Inc. Common Stock   17484   $25.69   D    
Fidelity 2005 LTIP Incentive Options   8/31/2008   (2) 12/27/2015   Eagle Bancorp, Inc. Common Stock   1725   $29.54   D    
Fidelity 2005 LTIP Non-qualified Options   8/31/2008   (2) 12/27/2015   Eagle Bancorp, Inc. Common Stock   11903   $29.54   D    
Fidelity 2005 LTIP Non-qualified Options   8/31/2008   (3) 11/7/2017   Eagle Bancorp, Inc. Common Stock   8956   $29.54   D    

Explanation of Responses:
( 1)  Represents options issued in March 2004 by Fidelity & Trust Financial Corporation, which were assumed by Eagle Bancorp, Inc. in accordance with the Agreement and Plan of Merger dated as of December 2, 2007, which became effective on August 31, 2008, as adjusted with the plan and the merger agreement. The options became fully vested upon effectiveness of the merger.
( 2)  Represents options issued in December 2005 by Fidelity & Trust Financial Corporation, which were assumed by Eagle Bancorp, Inc. in accordance with the Agreement and Plan of Merger dated as of December 2, 2007, which became effective on August 31, 2008, as adjusted with the plan and the merger agreement. The options became fully vested upon effectiveness of the merger.
( 3)  Represents options issued in November 2007 by Fidelity & Trust Financial Corporation, which were assumed by Eagle Bancorp, Inc. in accordance with the Agreement and Plan of Merger dated as of December 2, 2007, which became effective on August 31, 2008, as adjusted with the plan and the merger agreement. The options became fully vested upon effectiveness of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Watkins Barry C
7815 WOODMONT AVE.
BETHESDA, MD 20814

President-DC Region

Signatures
/s/ Barry C. Watkins 9/8/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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