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: November 13, 1998




                        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
the  "Company")  has  continued to pursue its plan of operations as announced in
its Form 8-K  reporting an event of September  25, 1998.  Most  recently,  Behre
Dolbear & Company  ("BD&C"),  an  internationally-recognized  consultant  to the
minerals  industry,  has completed  its first phase field  evaluation of certain
designated target areas within the Company's properties in the Cangalli district
of  Bolivia.  The  Company  holds the right to mine  these  properties  under an
agreement with the United Cangalli Cooperative, a Bolivian cooperative. BD&C has
advised Golden Eagle that its field  geologists  have confirmed the existence of
significant gold mineralization on the Company's Cangalli properties.

     Golden Eagle retained BD&C after developing material reservations regarding
the May 1998 report by another  independent  consultant  which had reached  more
definitive   conclusions.   The  work  BD&C  has   performed  to  date  confirms
management's  initial  conclusion  that the Company focused on too broad an area
within the  property and believes  that a greater  likelihood  of success may be
realized were Golden Eagle to focus on smaller  target areas for more  extensive
sampling and analysis.

     The BD&C work did support the existence of gold  mineralization  at various
locations on the property as announced by the Company in May. As a result of its
initial  investigation,  BD&C is now working with Golden  Eagle's  management to
identify  target  areas  for  more  extensive  sampling,   with  the  intent  of
identifying  sufficient  resources to be considered  for possible  future mines.
BD&C  will  focus on a number of  pre-identified  surface  locations  as well as
underground targets associated with the existing Cangalli mine.

     BD&C has  emphasized  to management  that it is not in a position,  at this
time, to confirm third party  estimates or to make its own estimates of existing
and/or potential reserves or resources,  if any, which the property may contain.
Further  work will have to be  undertaken  to  determine  the  potential  of the
property.  This additional work will require a significant  amount of additional
financing;  currently  the Company does not have such  financing  in place,  and
there can be no  assurance  that it will be able to  obtain  such  financing  on
reasonable  terms,  if at all.  The  Company's  ability  to  conduct  its future
operations  remains  subject  to the other  risks  which  have  been  previously
disclosed,  including  the  inexperience  of  management  in large  open-pit and
high-volume  underground  mining  operations,  the Company's  lack of historical
profitability  and historical  working capital  shortages,  risks attendant with
operations  in isolated  regions of Bolivia,  price and  currency  fluctuations,
environmental issues, and the concentration of the Company's efforts on a single
property.

     Notwithstanding  BD&C's initial  findings,  the Company has been advised by
the Securities and Exchange  Commission  that it will expand the civil action it
filed in May 1998 to include  allegations  that Golden  Eagle and its  president
violated Rule 10b-5 when the press release of May 22, 1998 was issued announcing
the  Company's  receipt  of the  May  1998  geologic  report  by  the  Company's
independent  Bolivian  consultant.  The civil action is entitled "SEC vs. Golden
Eagle  International,  Inc.," No.  98-Z-1020  [D.  Colo.].  The  Company and its
management  are  continuing  to discuss the  resolution of these issues with the


                                       2

<PAGE>



staff of the Securities and Exchange Commission,  but have denied any wrongdoing
which may be actionable under the federal  securities laws. In fact, the Company
believes  that the  information  developed by BD&C supports the tenor of the May
22, 1998 press release.

     The Company and its  management  are making every effort to pursue its plan
of operations and expects to continue to do so over the next several months at a
minimum.  Although  management  has exerted its best efforts to meet each of the
Company's  obligations,  in many cases management was prevented from doing so by
circumstances which were not within their control.  The Company's management has
served  for  more  than  the  past  year  without   receiving  any   significant
compensation;  the principal shareholders of the Company have advanced funds and
have guaranteed  loans to the Company to provide the necessary  working capital.
There can be no assurance  that these  shareholders,  or any other person,  will
continue  to be willing to advance  funds to allow the  Company to carry out its
plan of operations.  Without such funds,  the Company's  ability to continue its
operations on any basis is in doubt.

     As noted,  the  future  conduct  of the  business  of the  Company  and its
response  to  issues  raised by third  parties  are  dependent  upon a number of
factors, and there can be no assurance that Golden Eagle will be able to conduct
its  operations as  contemplated.  Certain  statements  contained in this report
using  the  terms  "may,"   "expects  to,"  and  other  terms  denoting   future
possibilities,  are forward-looking statements. The accuracy of these statements
cannot be  guaranteed as they are subject to a variety of risks which are beyond
the Company's  ability to predict or control and which may cause actual  results
to differ materially from the projections or estimates  contained herein.  These
risks include,  but are not limited to, the risks described above, and the other
risks  associated  with  start-up  mineral  exploration   operations,   and  the
operations  of  a  company  with   insufficient   liquidity  and  no  historical
profitability.   It  is  important  that  each  person   reviewing  this  report
understands the significant risks attendant to the operations of the Company and
its  subsidiaries.  As noted,  the future conduct of the business of the Company
and its subsidiaries is dependent upon a number of factors,  and there can be no
assurance that any of these  companies will be able to conduct its operations as
contemplated  herein.  The  Company  disclaims  any  obligation  to  update  any
forward-looking statement made herein.


                                   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:  November 13, 1998                      Golden Eagle International, Inc.



                                              By:  /s/ Terry C. Turner
                                                   -----------------------------
                                                   Terry C. Turner, President
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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: November 13, 1998

                        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
the  "Company")  has  continued to pursue its plan of operations as announced in
its Form 8-K  reporting an event of September  25, 1998.  Most  recently,  Behre
Dolbear & Company  ("BD&C"),  an  internationally-recognized  consultant  to the
minerals  industry,  has completed  its first phase field  evaluation of certain
designated target areas within the Company's properties in the Cangalli district
of  Bolivia.  The  Company  holds the right to mine  these  properties  under an
agreement with the United Cangalli Cooperative, a Bolivian cooperative. BD&C has
advised Golden Eagle that its field  geologists  have confirmed the existence of
significant gold mineralization on the Company's Cangalli properties.

     Golden Eagle retained BD&C after developing material reservations regarding
the May 1998 report by another  independent  consultant  which had reached  more
definitive   conclusions.   The  work  BD&C  has   performed  to  date  confirms
management's  initial  conclusion  that the Company focused on too broad an area
within the  property and believes  that a greater  likelihood  of success may be
realized were Golden Eagle to focus on smaller  target areas for more  extensive
sampling and analysis.

     The BD&C work did support the existence of gold  mineralization  at various
locations on the property as announced by the Company in May. As a result of its
initial  investigation,  BD&C is now working with Golden  Eagle's  management to
identify  target  areas  for  more  extensive  sampling,   with  the  intent  of
identifying  sufficient  resources to be considered  for possible  future mines.
BD&C  will  focus on a number of  pre-identified  surface  locations  as well as
underground targets associated with the existing Cangalli mine.

     BD&C has  emphasized  to management  that it is not in a position,  at this
time, to confirm third party  estimates or to make its own estimates of existing
and/or potential reserves or resources,  if any, which the property may contain.
Further  work will have to be  undertaken  to  determine  the  potential  of the
property.  This additional work will require a significant  amount of additional
financing;  currently  the Company does not have such  financing  in place,  and
there can be no  assurance  that it will be able to  obtain  such  financing  on
reasonable  terms,  if at all.  The  Company's  ability  to  conduct  its future
operations  remains  subject  to the other  risks  which  have  been  previously
disclosed,  including  the  inexperience  of  management  in large  open-pit and
high-volume  underground  mining  operations,  the Company's  lack of historical
profitability  and historical  working capital  shortages,  risks attendant with
operations  in isolated  regions of Bolivia,  price and  currency  fluctuations,
environmental issues, and the concentration of the Company's efforts on a single
property.

     Notwithstanding  BD&C's initial  findings,  the Company has been advised by
the Securities and Exchange  Commission  that it will expand the civil action it
filed in May 1998 to include  allegations  that Golden  Eagle and its  president
violated Rule 10b-5 when the press release of May 22, 1998 was issued announcing
the  Company's  receipt  of the  May  1998  geologic  report  by  the  Company's
independent  Bolivian  consultant.  The civil action is entitled "SEC vs. Golden
Eagle  International,  Inc.," No.  98-Z-1020  [D.  Colo.].  The  Company and its
management  are  continuing  to discuss the  resolution of these issues with the

                                       2
staff of the Securities and Exchange Commission,  but have denied any wrongdoing
which may be actionable under the federal  securities laws. In fact, the Company
believes  that the  information  developed by BD&C supports the tenor of the May
22, 1998 press release.

     The Company and its  management  are making every effort to pursue its plan
of operations and expects to continue to do so over the next several months at a
minimum.  Although  management  has exerted its best efforts to meet each of the
Company's  obligations,  in many cases management was prevented from doing so by
circumstances which were not within their control.  The Company's management has
served  for  more  than  the  past  year  without   receiving  any   significant
compensation;  the principal shareholders of the Company have advanced funds and
have guaranteed  loans to the Company to provide the necessary  working capital.
There can be no assurance  that these  shareholders,  or any other person,  will
continue  to be willing to advance  funds to allow the  Company to carry out its
plan of operations.  Without such funds,  the Company's  ability to continue its
operations on any basis is in doubt.

     As noted,  the  future  conduct  of the  business  of the  Company  and its
response  to  issues  raised by third  parties  are  dependent  upon a number of
factors, and there can be no assurance that Golden Eagle will be able to conduct
its  operations as  contemplated.  Certain  statements  contained in this report
using  the  terms  "may,"   "expects  to,"  and  other  terms  denoting   future
possibilities,  are forward-looking statements. The accuracy of these statements
cannot be  guaranteed as they are subject to a variety of risks which are beyond
the Company's  ability to predict or control and which may cause actual  results
to differ materially from the projections or estimates  contained herein.  These
risks include,  but are not limited to, the risks described above, and the other
risks  associated  with  start-up  mineral  exploration   operations,   and  the
operations  of  a  company  with   insufficient   liquidity  and  no  historical
profitability.   It  is  important  that  each  person   reviewing  this  report
understands the significant risks attendant to the operations of the Company and
its  subsidiaries.  As noted,  the future conduct of the business of the Company
and its subsidiaries is dependent upon a number of factors,  and there can be no
assurance that any of these  companies will be able to conduct its operations as
contemplated  herein.  The  Company  disclaims  any  obligation  to  update  any
forward-looking statement made herein.

                                   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:  November 13, 1998                      Golden Eagle International, Inc.

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