SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Watkins Barry C (Last) (First) (Middle) 7815 WOODMONT AVE. (Street) BETHESDA MD 20814 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/31/2008	3. Issuer Name and Ticker or Trading Symbol EAGLE BANCORP INC [ EGBN ]
		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	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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	08/31/2008(1)	08/06/2014	Eagle Bancorp, Inc. Common Stock	17,484	$25.69	D
Fidelity 2005 LTIP Incentive Options	08/31/2008(2)	12/27/2015	Eagle Bancorp, Inc. Common Stock	1,725	$29.54	D
Fidelity 2005 LTIP Non-qualified Options	08/31/2008(2)	12/27/2015	Eagle Bancorp, Inc. Common Stock	11,903	$29.54	D
Fidelity 2005 LTIP Non-qualified Options	08/31/2008(3)	11/07/2017	Eagle Bancorp, Inc. Common Stock	8,956	$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.

	/s/ Barry C. Watkins	09/08/2008
	** 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).
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