Two stockholders of Financial General Bankshares Inc. are making a last ditch effort to stop the takeover of the Washington bank holding company by Middle Eastern investors who have already acquired 80 percent of the bank's stock.

A lawsuit filed in federal court in New York claims the tender offer sent to Financial General shareholders last month is "false and misleading" and asks the court to block the takeover, which is scheduled to be completed later this month.

The suit repeats previous charges that three Middle Eastern investors buying Financial General are actually secret agents for the governments of Saudi Arabia, Kuwait and the United Arab Emirates and claims federal laws were violated because their affiliation was not disclosed to FG stockholders.

The complaint also contends the buyers are offering too low a price for the bank's common stock, have failed to disclose where there are going to get the money to pay interest on a loan to buy the stock, and are trying to "freeze out" owners of the company's Class A stock.

Attorney Robert Altman, who represents the buyers, called the lawsuit "totally without merit." He said the claim that his clients represent foreign governments is "absolutely and completely false" and said state and federal regulators have found no evidence to back up previous allegations against them.

The tender offer expires a week from today, and the new owners are expected to take over management of Financial General later this month unless the federal court steps in.

Financial General is the holding company that owns the First American banks in the District of Columbia, Maryland and Virginia, as well as several other banks.

The investors buying control of FG are Kamal Adham, former chief of intelligence for the government of Saudi Arabia; Faisal Saud Fulaij, former chairman of Kuwait's national airline, and Abdullah Darwaish, financial adviser to the royal family of Abu Dhabi, one of the United Arab Emirates.

The lawsuit was filed by Irving Kas and Helen Sonenshine of Brooklyn, who said they are Financial General shareholders and are suing on behalf of all stockholders.

Their suit asks for an injunction to block the takeover, an extraordinary step considering how long the effort has been underway. The Middle Eastern investors have been trying to buy Financial General for four years, and it has been more than 18 months since they signed an agreement with the bank's directors.