SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



                        Date of Report: February 4, 1999



                        GOLDEN EAGLE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



   Colorado                        0-23726                        84-1116515
   --------                        -------                        ----------
(State of other                  (Commission                    (IRS Employer
jurisdiction of                  File Number)                Identification No.)
incorporation)



          4949 South Syracuse Street, Suite 300, Denver, Colorado 80237
          -------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)



       Registrant's telephone number, including area code: (303) 694-6101


<PAGE>


Item 5. Other Events
--------------------

     Golden Eagle  International,  Inc. (referred to herein as "Golden Eagle" or
"GEI") has entered  into an  agreement  with the staff of the  Central  Regional
Office (Denver,  Colorado) of the Securities and Exchange Commission (the "SEC")
to settle a civil action  brought by the SEC against  GEI. The  agreement is not
binding on the full Commission,  but will be submitted to the SEC in Washington,
D.C. for approval.  If approved by the SEC and the Court,  GEI will be dismissed
from the action  entitled,  SEC v.  Golden  Eagle  International,  Inc.,  et al.
pending in the United States District Court for Colorado.

     GEI has agreed to consent  to the entry of a final  judgment  against it in
that civil action  "without  admitting or denying any of the  allegations in the
SEC's  complaint."  When finalized,  the Court will enter final judgment against
GEI  "restraining  and  enjoining  it  from  engaging  in  transactions,   acts,
practices,  and  courses  of  business  which  constitute  or  would  constitute
violations"  of  specific  sections  of the  Securities  Act  of  1933  and  the
Securities  Exchange Act of 1934. The individuals  named in the SEC's complaint,
including GEI's two current directors and officers, are continuing  negotiations
with the staff of the SEC's Central  Regional  Office for the  resolution of the
civil action against them.

     If approved by the SEC and the Court,  the agreement will not result in any
monetary  fine or penalty  being  assessed  against GEI, and GEI will be able to
pursue its business without the spectre of the litigation.

     GEI's president,  Terry C. Turner,  commented from the Company's offices in
Bolivia:

     "This is a very  important day for Golden Eagle and its  shareholders.  The
     Company steps out from under a shadow and resolves all questions  raised by
     the staff of the SEC. Golden Eagle's  management is committed to timely and
     accurate reporting, to seeing the Company through the current extremely low
     prices in the minerals  industry,  and to the eventual  development  of its
     Cangalli,  Bolivia  gold  prospect as described  in Golden  Eagle's  annual
     report on Form 10-K and  subsequently-filed  reports  under the  Securities
     Exchange Act of 1934."

     Golden  Eagle  International,  Inc.  is  a  Denver-based  gold  mining  and
exploration company. The Company is currently focusing its efforts on developing
its mining rights in Cangalli,  Bolivia. For more information about the Company,
call Sabrina  Martinez at (303) 694-6101 or Guy Murrel at (303) 581-7760.  Media
inquiries should be directed to Richard Pinto at (212) 688-8599.

                                   SIGNATURES

     Pursuant to the  requirements  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.

Date:   February 4, 1999                        Golden Eagle International, Inc.


                                                By: /s/ Terry C. Turner
                                                --------------------------------
                                                   Terry C. Turner, President

                                        2
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{"company-data": {"conformed-name": "GOLDEN EAGLE INTERNATIONAL INC", "cik": "0000869531", "assigned-sic": "6199", "irs-number": "841116515", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23726", "film-number": "99521075"}, "business-address": {"street1": "4949 S SYRACUSE ST", "street2": "STE 300", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3036946101"}, "mail-address": {"street1": "4949 S SYRACUSE ST", "street2": "STE 300", "city": "DENVER", "state": "CO", "zip": "80237"}, "former-company": {"former-conformed-name": "BENEFICIAL CAPITAL FINANCIAL SERVICES CORP", "date-changed": "19940329"}}
SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: February 4, 1999

                        GOLDEN EAGLE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

   Colorado                        0-23726                        84-1116515
   --------                        -------                        ----------
(State of other                  (Commission                    (IRS Employer
jurisdiction of                  File Number)                Identification No.)
incorporation)

          4949 South Syracuse Street, Suite 300, Denver, Colorado 80237
          -------------------------------------------------------------
               (Address of principal executive offices)      (Zip Code)

       Registrant's telephone number, including area code: (303) 694-6101
Item 5. Other Events
--------------------

     Golden Eagle  International,  Inc. (referred to herein as "Golden Eagle" or
"GEI") has entered  into an  agreement  with the staff of the  Central  Regional
Office (Denver,  Colorado) of the Securities and Exchange Commission (the "SEC")
to settle a civil action  brought by the SEC against  GEI. The  agreement is not
binding on the full Commission,  but will be submitted to the SEC in Washington,
D.C. for approval.  If approved by the SEC and the Court,  GEI will be dismissed
from the action  entitled,  SEC v.  Golden  Eagle  International,  Inc.,  et al.
pending in the United States District Court for Colorado.

     GEI has agreed to consent  to the entry of a final  judgment  against it in
that civil action  "without  admitting or denying any of the  allegations in the
SEC's  complaint."  When finalized,  the Court will enter final judgment against
GEI  "restraining  and  enjoining  it  from  engaging  in  transactions,   acts,
practices,  and  courses  of  business  which  constitute  or  would  constitute
violations"  of  specific  sections  of the  Securities  Act  of  1933  and  the
Securities  Exchange Act of 1934. The individuals  named in the SEC's complaint,
including GEI's two current directors and officers, are continuing  negotiations
with the staff of the SEC's Central  Regional  Office for the  resolution of the
civil action against them.

     If approved by the SEC and the Court,  the agreement will not result in any
monetary  fine or penalty  being  assessed  against GEI, and GEI will be able to
pursue its business without the spectre of the litigation.

     GEI's president,  Terry C. Turner,  commented from the Company's offices in
Bolivia:

     "This is a very  important day for Golden Eagle and its  shareholders.  The
     Company steps out from under a shadow and resolves all questions  raised by
     the staff of the SEC. Golden Eagle's  management is committed to timely and
     accurate reporting, to seeing the Company through the current extremely low
     prices in the minerals  industry,  and to the eventual  development  of its
     Cangalli,  Bolivia  gold  prospect as described  in Golden  Eagle's  annual
     report on Form 10-K and  subsequently-filed  reports  under the  Securities
     Exchange Act of 1934."

     Golden  Eagle  International,  Inc.  is  a  Denver-based  gold  mining  and
exploration company. The Company is currently focusing its efforts on developing
its mining rights in Cangalli,  Bolivia. For more information about the Company,
call Sabrina  Martinez at (303) 694-6101 or Guy Murrel at (303) 581-7760.  Media
inquiries should be directed to Richard Pinto at (212) 688-8599.

                                   SIGNATURES

     Pursuant to the  requirements  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.

Date:   February 4, 1999                        Golden Eagle International, Inc.

                                                By: /s/ Terry C. Turner
                                                --------------------------------
                                                   Terry C. Turner, President

                                        2