Former budget director Bert Lance is in the final stages of negotiations with Middle Eastern financial interests who want him to set up a holding company to direct their capital into banks and other U.S. investments.

"The deal has been agreed to in substance but no in form," says a source close to the negotiations.

These same interests are seeking to buy control of the National Bank of Georgia, where Lance once chairman and still owns 16 per cent of the outstanding stock, according to several knowledgeable sources.

Lance's Washington attorney confirmed negotiations are currently going "rather intensively," but not the details.

"There are a lot of people who are trying to guess what's going on," said the attorney, Robert A. Altman, but he added that few are privy to the details. "The terms are still being negotiated. We hope to have a statement shortly."

Earlier plans reportedly called for the Arab investors to acquire 40 per cent of outstanding NBG stock. Recently, though, they raised their sights. They now want to control the Atlanta bank.

As head of a holding company that would controll at least 50 per cent of NBG stock. Lance would in effect, be in a position to run the bank.

Some NBG officials are "uncomfortable" with the idea of putting Lance back in the dirver's seat, say a source familiar with negotiations. During his tow years at the bank. Lance brought in much new business, but much of it has gone sour.

Following his resignation as bank chairman to accept a presidential appointment, the bank has had a series of losing quarters.

The investment group, however, has "reassured" NBG officials that "Bert would be so busy making investments (for the group) that he would have very little time to devote to administrating NBG" says the same source.

Lance forced to resign as the administration's budget director after it was revealed that he engaged in questionable financial dealings at NBG and earlier, at Calhoun (Ga.) First National Bank, where he also was chairman.

Another major hurdle that could affect negotiations is in the Securities and Exchange Commission, which is investigating Lance's banking and personal financial affairs. During recent discussions with attorneys for Lance and the two Georgia banks he once headed, a high-level SEC official ventured that as part of a proposed settlement the agency expects from a civil suit to be filed next year. Lance may be required to stay out of banking for a while.

A federal grand jury in Atlanta was impaneled Dec. 15 to subpoena documents and records in connection with Lance's financial affairs.

A special three-man Justice Department panel is reviewing evidence gathered by the SEC and other agencies to decide whether to go before the Atlanta grand jury to seek an indictment.

The matchmaker in the deal between Lance and the Arab investors is Agna Hasan Abedi, a Parkistani-born banker who five years ago founded what has become London's fastest-growing commercial bank.

Abedi's Luxembourg-chartered bank, the Bank of Credit and Commerce (BCCI), with deposits of $2 billion has some 30 branches in the London area and outlets in Germany, Hong Kong, Grand Cayman Islands, Luxembourg and the Middle East.

With the reputation of a "go-go" bank, BCCI is 30 per cent owned by Bank of America, with the balance held 55 per cent by top BCCI officers and the remaining 15 per cent by Middle Eastern royalty, say bank sources.

Cal Jones, a London-based senior vice president of Bank of America and a BBCI director, confirmed to The Washington Post that Abedi was "acting as a middleman" in the Lance-Arab negoitations.

But Jones stated that neither BCCI nor Bank of America has any role in the Lance deal. "Mr. Abedi as an individual can act as an intermediary for any number of people. He knows a great number of people in the Middle East," Jones said.

Abedi, who was traveling in the Middle East last week, was unavailable for comment. Before leaving on his trip, however, he claimed that he "was not involved in a personal capacity or as a banker," adding he would "absolutely not" get a commission if the deal were consummated.

He described the would-be purchaser of the NBG stock as a friend and client, a "well-known" Middle Easterner. Other sources say the individual is the major investor for a small group of Arabs.

Abedi said he knew of Lance through former Georgia state Sen. R. Eugene Holley, who has sought aid from Middle Eastern sources for his petroleum and real estate ventures.

Holley, who was chairman of the Georgia state Senate Banking and Finance Committee, has said in court paper that he would be forced into bankruptcy at a loss of $100 million. Several Georgia banks that lent money to him for his ventures have suffered grave losses. NBG, under Lance's direction, was among the lenders. But, unlike the others, it insisted on adequate collateral to cover the loans and was unhurt.

Earlier this month, Lance's attorney, Altman, announced that his client was negotiating to sell an undisclosed portion of his 200,000 shares of NBG stock for $20 each. Following this report, the value of NBG which trades over-the-counter soared by almost $5 to $15 a share.

The price jump caused the bank to request a 10-days suspension in trading, which resumes Friday when the stock closed at $13 bid, $14.50 asked.

If the Arabs buy 50 per cent of NBG's stock outstanding at the premium of $20 a share. Lance could receive about $2 million. This would greatly ease his heavy liabilities, which he dislosed in January, before taking office, as being $5.3 million.

Sources say that the plans under negotiation call for the NBG stock to be used to help capitalize the investment company that Lance would head, reportedly in New York City.

According to one London source, the Arabs want Lance as their front man because "they have great respect for Lance's ability as a banker."

An Atlanta source close to the negotiations says the Arabs see Lance as giving them access to the administration. Though a private citizen, Lance is a regular visitor at the White House and is the chairman of a $500-to-$1,000-a-plate fund-raiser for President Carter scheduled for January in Atlanta.

"Under normal circumstances," says this source, "NBG would be the last bank anyone would be interested in. But the investors see this as an opportunity to do a favor for someone close to the President."