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: JULY 24, 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 1. Changes in Control of Registrant

     None


Item 2. Acquisition or Disposition of Assets

     None


Item 3. Bankruptcy or Receivership

     None


Item 4. Changes in Registrant's Certifying Accountant

     None


Item 5. Other Events

     The firm of Behre  Dolbear & Company,  Inc.  has been  retained to act as a
consultant to legal counsel for Registrant for issues  relating to  Registrant's
mineral  concessions  in Bolivia.  It is impossible to anticipate  the nature or
result of such consulting services at this time.


Item 6. Resignation of Directors

     None


Item 7. Financial Statements, Pro Forma Financials and Exhibits

     Financial Statements - None.
     Exhibits - None.



                                   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:  July 24, 1998                            Golden Eagle International, Inc.




                                                By: /s/ Terry C. Turner
                                                   -----------------------------
                                                   Terry C. Turner, President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 2470}]
{"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": "98671181"}, "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: JULY 24, 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 1. Changes in Control of Registrant

     None

Item 2. Acquisition or Disposition of Assets

     None

Item 3. Bankruptcy or Receivership

     None

Item 4. Changes in Registrant's Certifying Accountant

     None

Item 5. Other Events

     The firm of Behre  Dolbear & Company,  Inc.  has been  retained to act as a
consultant to legal counsel for Registrant for issues  relating to  Registrant's
mineral  concessions  in Bolivia.  It is impossible to anticipate  the nature or
result of such consulting services at this time.

Item 6. Resignation of Directors

     None

Item 7. Financial Statements, Pro Forma Financials and Exhibits

     Financial Statements - None.
     Exhibits - None.

                                   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:  July 24, 1998                            Golden Eagle International, Inc.

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