U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

January 28, 1997
(Date of Report)

   0-19228
(Commission File Number)

EAGLE BANCORP, INC.
(Exact name of small business issuer as specified in its charter)

         GEORGIA
(State of Incorporation)

58-1860526
(I.R.S. Employer Identification No.)

335 South Main Street, Statesboro, Ga.                        30458
(Address of principal executive officers)                      (Zip Code)

(912)-764-8900
(Registrant's telephone number)


Item 4.   Changes in Registrant's Certifying Accountant

     At a meeting  held on January 21, 1997,  the Board of  Directors  and Audit
committee of Eagle  Bancorp,  Inc. ( the  "Company")  approved the engagement of
Tiller,  Stewart & Company,  LLC as its independent auditors for the year ending
December 31, 1997, to replace the firm of KPMG Peat Marwick, LLP. The engagement
of Tiller,  Stewart,  & Company LLC will become  effective  as of March 31, 1997
which will  permit the  completion  of the audit of the  Company's  consolidated
financial statements as of and for the year ended December 31, 1996 by KPMG Peat
Marwick LLP and the issuance of their report thereon.

     The  reports  of  KPMG  Peat  Marwick  LLP  on the  consolidated  financial
statements of Eagle  Bancorp,  Inc. and subsidiary as of and for the years ended
December 31, 1995 and 1994 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.

     The decision to engage Tiller,  Stewart, & Company, LLC was made because of
lower proposed professional fees by this successor firm.

     In connection with the audits of the consolidated  financial  statements as
of and for the  years  ended  December  31,  1995 and 1994,  and the  subsequent
interim period through January 21, 1997, there were no  disagreements  with KPMG
Peat Marwick LLP on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the  satisfaction  of KPMG Peat  Marwick LLP would have caused KPMG Peat Marwick
LLP to make reference to the matter in their report.

     The  Company  has  requested  KPMG Peat  Marwick LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
Such letter will be filed by amendment.

     None of the "reportable  events"  described in item  304(a)(1)(V)  occurred
with  respect to the  Company  within the last two fiscal  years and  subsequent
interim period to the date hereof.

     Effective  January 21, 1997, the Company's Board of Directors  approved the
appointment of Tiller,  Stewart & Company, LLC as its principal accountants with
an effective  engagement  date of March 31, 1997.  During the last two years and
subsequent  interim  period to the date  hereof,  the  Company  did not  consult
Tiller,  Stewart & Company  regarding  any of the matters or events set forth in
item 304(a)(2)(i) and (ii) of regulation S-K.



                                           SIGNATURES


     Pursuant to the  requirements  of Section 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



     EAGLE BANCORP, INC.
      (Registrant)

     Date: January 28, 1997
     
     By: /S/
     Andrew M. Williams, III
     President