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: DECEMBER 30, 1997




                        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 1. Changes in Control of Registrant
        --------------------------------

     None


Item 2. Acquisition or Disposition of Assets
        ------------------------------------

     None


Item 3. Bankruptcy or Receivership
        --------------------------

     None


Item 4. Changes ruin Registrant's Certifying Accountant
        -----------------------------------------------

     None


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

     Change in Corporate Counsel

     The  Company  has  terminated  the  services  of Michael A.  Littman as its
counsel,  and has  retained  the  services  of Russell C.  Burk,  Esq.,  8547 E.
Arapahoe Road, Suite J294, Englewood, Colorado 80112; phone (303) 683-9119; fax
(303) 683-9146.

     Negotiation of Open-pit Mining Contract

     The Company's majority-owned subsidiary, Eagle Mining of Bolivia, Ltd., has
negotiated  the terms of an open-pit  mining  contract  to  increase  production
levels at its Cangalli,  Bolivia gold mining operation.  Golden Eagle will scale
down its shaft mining operations due to  less-than-expected  production  results
and the lower cost of operating  open-pit  mines.  The  Company's  third quarter
production totaled 5,605 grams of gold with a value of US$56,760,  while October
production amounted to 3,255 grams of gold with a value of $31,395. Total fourth
quarter  projections  indicate  a 66%  quarterly  increase  over  third  quarter
figures.

     The mining contract is with Ingenieria de Servicios  Profesionales,  S.R.L.
(ISP), an engineering and earth moving company located in La Paz,  Bolivia.  The
contract  calls for a  24-hour-per-day  operation  employing  three  25-ton dump
trucks,  one 15-ton dump truck, one 950 Caterpillar  front-end  loader,  one 930
Caterpillar-equivalent front-end loader, two 15-ton dump trucks on stand-by, and
various compressors,  generators and support equipment. ISP's equipment would be
added to Golden Eagle's  current  rolling stock,  which includes two D85 Komatsu
bulldozers,  one leased 950  Caterpillar-equivalent  front-end  loader,  one 930
Caterpillar   front-end  loader,  and  two  leased  6-ton  dump  trucks.   ISP's
calculations,  because of the short haul distance, fixed the daily production of
the entire operation at 8, 000 to 10,000 tons of head material per day.

     The ISP contract  will be executed  once  efforts to improve the  Company's
fine gold recovery  process are  completed.  The Company's  Cueva Playa open-pit
mine site is currently undergoing modifications, including the installation of a
new flow-sheet, to increase the levels of fine gold recove ry.

     Guido   Paravicini,   M.A.,  Eng.,  an  independent   mining  engineer  and
geophysicist  hired by the  Company to  perform  geological  evaluations  of the
Cangalli  property,  has projected  that,  with a conservative  calculation of 2
grams per ton (g/t) of  recoverable  gold,  daily gross  production  from Cuev a
Playa could reach 500 to 650 troy ounces of gold  (approximately  US$150,000  to
US$200,000 per day at US$300 per ounce).  ISP and Eagle Mining of Bolivia,  Ltd.
have conservatively estimated that combined operating costs would not exceed 40%
of gross sales,  resulting in daily net revenues of  approximately  US$90,000 to
US$120,000,  or monthly net revenues of US$2.25  million to US$3  million.  (The
Company cannot  guarantee that Mr.  Paravicini's  projections are accurate,  nor
that they will necessarily re sult from the ISP contract.)

                                       2

<PAGE>



     In addition, the Company's subsidiary reports that it is in compliance with
its contract with the United  Cangalli Gold Mining  Cooperative and continues to
work closely with the Cooperative's leadership.

     Negotiation of Consulting Contracts for Services

     The  Company's  Bolivian  subsidiary,  Eagle Mining of Bolivia,  Ltd.,  has
negotiated a contract with a Bolivian consulting firm, COPROFI. COPROFI's resume
of consultants  includes  mining  engineers,  geologists,  metallurgists,  civil
engineers,  architects  and  economists.  Pursuant  to the  agreeme  nt's terms,
COPROFI will evaluate production  enhancement,  provide an environmental  impact
statement  required  by  recent  Bolivian   legislation,   and  perform  reserve
calculations and quantifications.  Additional services to be provided by COPROFI
include analysis,  evaluation and  recommendations  in the following areas: mine
workings, mine safety, production costs, topographical surveying, administrative
systems and provisioning,  inventory  control and asset  evaluation,  investment
return, acquisition and gro wth opportunities, and community support services.

     The services provided by COPROFI are expected by Golden Eagle management to
improve  production levels and increase the flow of critical  information needed
to develop future growth strategies.

     The  Company  also  announced  contracting  the  expertise  of a  respected
Bolivian metallurgist,  German Zambrana, M.A., Eng. Mr. Zambrana is focusing his
vast  experience  in the  area of fine  gold  recovery  to aid  Golden  Eagle in
improving its open-pit recovery process.  He has been a staff  metallurgist with
the United  Nations and major mining  companies,  focusing on fine gold recovery
issues in such diverse locations as Malaysia,  Indonesia,  and Brazil. Following
two site visits to the Company's Cangalli operation,  Mr. Zambrana reported that
in excess of 50% of the fine gold being  processed was being lost due to present
recovery methods. Mr. Zambrana is currently developing a new flow sheet designed
to increase  recovery  levels;  Golden  Eagle  expects the  modifications  to be
completed by the end of January  1998.  Management  expects that Mr.  Zambrana's
expertise  in fine  gold  recovery  will  play a vital  role  in  improving  the
Company's  open-pit  capabilities  as it prepares to execute the  contract  with
Ingenieria de Servicios Profesionales.


Item 6. Resignation of Directors
        ------------------------

     None


Item 7. Financial Statements, Pro Forma Financials and Exhibits
        -------------------------------------------------------

     Financials: None.

     Exhibits: Exhibit 1 - Report on site visit to Cangalli, Bolivia property by
                           Donald M. Hausen, Ph.D.



                                   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:  December 30, 1997                GOLDEN EAGLE INTERNATIONAL, INC.



                                        By: /s/  Mary A. Erickson
                                           -------------------------------------
                                           Mary A. Erickson, Secretary





                                        3
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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: DECEMBER 30, 1997

                        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 1. Changes in Control of Registrant
        --------------------------------

     None

Item 2. Acquisition or Disposition of Assets
        ------------------------------------

     None

Item 3. Bankruptcy or Receivership
        --------------------------

     None

Item 4. Changes ruin Registrant's Certifying Accountant
        -----------------------------------------------

     None

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

     Change in Corporate Counsel

     The  Company  has  terminated  the  services  of Michael A.  Littman as its
counsel,  and has  retained  the  services  of Russell C.  Burk,  Esq.,  8547 E.
Arapahoe Road, Suite J294, Englewood, Colorado 80112; phone (303) 683-9119; fax
(303) 683-9146.

     Negotiation of Open-pit Mining Contract

     The Company's majority-owned subsidiary, Eagle Mining of Bolivia, Ltd., has
negotiated  the terms of an open-pit  mining  contract  to  increase  production
levels at its Cangalli,  Bolivia gold mining operation.  Golden Eagle will scale
down its shaft mining operations due to  less-than-expected  production  results
and the lower cost of operating  open-pit  mines.  The  Company's  third quarter
production totaled 5,605 grams of gold with a value of US$56,760,  while October
production amounted to 3,255 grams of gold with a value of $31,395. Total fourth
quarter  projections  indicate  a 66%  quarterly  increase  over  third  quarter
figures.

     The mining contract is with Ingenieria de Servicios  Profesionales,  S.R.L.
(ISP), an engineering and earth moving company located in La Paz,  Bolivia.  The
contract  calls for a  24-hour-per-day  operation  employing  three  25-ton dump
trucks,  one 15-ton dump truck, one 950 Caterpillar  front-end  loader,  one 930
Caterpillar-equivalent front-end loader, two 15-ton dump trucks on stand-by, and
various compressors,  generators and support equipment. ISP's equipment would be
added to Golden Eagle's  current  rolling stock,  which includes two D85 Komatsu
bulldozers,  one leased 950  Caterpillar-equivalent  front-end  loader,  one 930
Caterpillar   front-end  loader,  and  two  leased  6-ton  dump  trucks.   ISP's
calculations,  because of the short haul distance, fixed the daily production of
the entire operation at 8, 000 to 10,000 tons of head material per day.

     The ISP contract  will be executed  once  efforts to improve the  Company's
fine gold recovery  process are  completed.  The Company's  Cueva Playa open-pit
mine site is currently undergoing modifications, including the installation of a
new flow-sheet, to increase the levels of fine gold recove ry.

     Guido   Paravicini,   M.A.,  Eng.,  an  independent   mining  engineer  and
geophysicist  hired by the  Company to  perform  geological  evaluations  of the
Cangalli  property,  has projected  that,  with a conservative  calculation of 2
grams per ton (g/t) of  recoverable  gold,  daily gross  production  from Cuev a
Playa could reach 500 to 650 troy ounces of gold  (approximately  US$150,000  to
US$200,000 per day at US$300 per ounce).  ISP and Eagle Mining of Bolivia,  Ltd.
have conservatively estimated that combined operating costs would not exceed 40%
of gross sales,  resulting in daily net revenues of  approximately  US$90,000 to
US$120,000,  or monthly net revenues of US$2.25  million to US$3  million.  (The
Company cannot  guarantee that Mr.  Paravicini's  projections are accurate,  nor
that they will necessarily re sult from the ISP contract.)

                                       2
In addition, the Company's subsidiary reports that it is in compliance with
its contract with the United  Cangalli Gold Mining  Cooperative and continues to
work closely with the Cooperative's leadership.

     Negotiation of Consulting Contracts for Services

     The  Company's  Bolivian  subsidiary,  Eagle Mining of Bolivia,  Ltd.,  has
negotiated a contract with a Bolivian consulting firm, COPROFI. COPROFI's resume
of consultants  includes  mining  engineers,  geologists,  metallurgists,  civil
engineers,  architects  and  economists.  Pursuant  to the  agreeme  nt's terms,
COPROFI will evaluate production  enhancement,  provide an environmental  impact
statement  required  by  recent  Bolivian   legislation,   and  perform  reserve
calculations and quantifications.  Additional services to be provided by COPROFI
include analysis,  evaluation and  recommendations  in the following areas: mine
workings, mine safety, production costs, topographical surveying, administrative
systems and provisioning,  inventory  control and asset  evaluation,  investment
return, acquisition and gro wth opportunities, and community support services.

     The services provided by COPROFI are expected by Golden Eagle management to
improve  production levels and increase the flow of critical  information needed
to develop future growth strategies.

     The  Company  also  announced  contracting  the  expertise  of a  respected
Bolivian metallurgist,  German Zambrana, M.A., Eng. Mr. Zambrana is focusing his
vast  experience  in the  area of fine  gold  recovery  to aid  Golden  Eagle in
improving its open-pit recovery process.  He has been a staff  metallurgist with
the United  Nations and major mining  companies,  focusing on fine gold recovery
issues in such diverse locations as Malaysia,  Indonesia,  and Brazil. Following
two site visits to the Company's Cangalli operation,  Mr. Zambrana reported that
in excess of 50% of the fine gold being  processed was being lost due to present
recovery methods. Mr. Zambrana is currently developing a new flow sheet designed
to increase  recovery  levels;  Golden  Eagle  expects the  modifications  to be
completed by the end of January  1998.  Management  expects that Mr.  Zambrana's
expertise  in fine  gold  recovery  will  play a vital  role  in  improving  the
Company's  open-pit  capabilities  as it prepares to execute the  contract  with
Ingenieria de Servicios Profesionales.

Item 6. Resignation of Directors
        ------------------------

     None

Item 7. Financial Statements, Pro Forma Financials and Exhibits
        -------------------------------------------------------

     Financials: None.

     Exhibits: Exhibit 1 - Report on site visit to Cangalli, Bolivia property by
                           Donald M. Hausen, Ph.D.

                                   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:  December 30, 1997                GOLDEN EAGLE INTERNATIONAL, INC.

                                        By: /s/  Mary A. Erickson
                                           -------------------------------------
                                           Mary A. Erickson, Secretary

                                        3