Item 8.01 Other Events

On September 18, 2009, Eagle Bancorp, Inc. was advised by Sandler O'Neill + Partners, L.P., the underwriter for the Company's offering of 5,853,600 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a public offering price of $8.20, that it was exercising its option to purchase an additional 878,040 shares, at the same price, pursuant to the Underwriting Agreement dated September 15, 2009. With the exercise of the over-allotment option, the net proceeds of the offering, after underwriting discount and estimated expenses will be approximately $51.8 million.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

(d) Exhibits.

5.1 Opinion of Kennedy & Baris, LLP

23.1 Consent of Kennedy & Baris, LLP (included in Exhibit 5.1)

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