FGB Holding Corp., a wholly owned subsidiary of a Netherlands corporation controlled by Middle East investors, has purchased nearly 3 million shares of common stock in Financial General Bankshares Inc., giving it control of the Washington-based company.

FGB's purchase of 2.9 million shares, when added to the 1.2 million Financial General shares already owned by FGB's parent, Credit and Commerce American Investment B.V., gives the Middle East group 62 percent of Financial General's outstanding common stock.

FGB, a Virginia corporation, announced yesterday that it had begun purchasing Financial General stock as part of a cash tender offer of $33.80 a share that began March 3. The deadline for withdrawing shares tendered in response to the offer ended at midnight Tuesday.

FGB's offer will expire at 10 a.m., April 8, unless extended.

With nearly two-thirds of Financial General stock, the Middle East investors have all but concluded a relentless four-year drive for ownership of the multibank holding company.

Financial General has already informed FGB that in keeping with an acquisition agreement reached almost two years ago, directors and executives of the company plan to tender their shares, about 36 percent of the total outstanding. It was unclear how many of those shares have already been tendered.

"This is a most happy day for our clients and the banking public in those communities served by Financial General," Robert A. Altman, attorney for the new owners of Financial General, said yesterday.

Altman, a member of the Washington law firm of Clifford & Warnke, has been named president and a director of FGB Holding Corp. Clark M. Clifford, a partner in the same law firm who is a former secretary of Defense and adviser to Democratic presidents, has been elected chairman of FGB.

Other directors of the holding company are Stuart Symington, retired U.S. senator; Elwood R. Quesada, former chairman of L'Enfant Plaza Properties Inc. of Washington, and Robert P. Buford, a Richmond lawyer.

Clifford also has been named chairman of Financial General.

Financial General is a $2.6-billion holding company that operates 12 affiliate banks in the District, Maryland, Virginia, Tennessee and New York. The company operates the First American Banks in metropolitan Washington.