SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dworken Dudley C

(Last)

(First)

(Middle)

7824 CADBURY AVENUE

(Street)

POTOMAC

20854

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE BANCORP INC [ egbn ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2006		M		517	A	$3.3812	29,020	D
Common Stock	11/29/2006		M		886	A	$3.5926	29,906	D
Common Stock	11/29/2006		M		959	A	$3.3812	30,865	D
Common Stock	11/29/2006		M		717	A	$6.5089	31,582	D
Common Stock	11/29/2006		M		1,014	A	$10.6627	32,596	D
Common Stock	11/29/2006		M		959	A	$3.2756	33,555	D
Common Stock	11/29/2006		M		812	A	$6.8047	34,367	D
Common Stock	11/29/2006		M		14,787	A	$3.3812	49,154	D
Common Stock	11/29/2006		M		1,036	A	$3.5419	50,190	D
Common Stock	11/29/2006		M		1,034	A	$6.0059	51,224	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common Stock	$3.3812	11/29/2006		M		517		03/31/2000	03/30/2010	Common Stock	517	$0	0	D
warrants to purchase common stock	$3.5926	11/29/2006		M		886		03/31/2001	03/30/2011	Common Stock	886	$0	0	D
warrants to purchase common stock	$3.3812	11/29/2006		M		959		06/30/2000	06/29/2010	Common Stock	959	$0	0	D
warrants to puchase common stock	$6.5089	11/29/2006		M		717		06/30/2001	06/29/2011	Common Stock	1,014	$0	0	D
warrants to purchase common stock	$10.6627	11/29/2006		M		1,014		06/30/2004	06/30/2014	Common Stock	1,014	$0	0	D
warrants to purchase common stock	$3.2756	11/29/2006		M		959		09/30/2000	09/29/2010	Common Stock	959	$0	0	D
warrants to purchase common stock	$6.8047	11/29/2006		M		812		09/30/2001	09/29/2011	Common Stock	812	$0	0	D
warrants to purchase common stock	$3.3812	11/29/2006		M		14,787		12/15/1999	12/14/2009	Common Stock	14,787	$0	0	D
warrants to purchase common stock	$3.5419	11/29/2006		M		1,036		12/31/2000	12/30/2010	common stock	1,036	$0	0	D
warrants to purchase common stock	$3.5419	11/29/2006		M		1,034		12/31/2001	12/30/2011	common stock	1,034	$0	0	D

Explanation of Responses:

	/s/Dudley C. Dworken	12/01/2006
	** 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 4 (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 Number.