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: SEPTEMBER 25, 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 terminated the services of Michael A. Littman,  Esq., as its
corporate  counsel,  and has  retained  the firm of  Norton *  Lidstone,  LLC to
represent it in general  corporate  matters as the Company may from time-to-time
request.

     By Form 8-Ks  reporting  events of July 7, 1998 and July 24,  1998,  Golden
Eagle   International,   Inc.  reported  concerns  regarding  the  accuracy  and
completeness of an independent  consultant's report prepared for Golden Eagle in
May 1998,  entitled  "Technical  Geological and Sampling  Report:  Resources and
Reserves on the Gold Deposits at Cangalli,  Bolivia" by Guido Paravicini,  M.A.,
Eng.  As a result  of  subsequent  internal  review  of the  Paravicini  report,
management  of  Golden  Eagle  has  concluded  that the  techniques  used by Mr.
Paravicini  were  insufficient  to justify the  calculations  made, and the term
"reserves" may be an inaccurate  characterization of the mineralization found on
the Golden Eagle properties in the Cangalli  district.  Based on the information
that Mr. Paravicini and others have developed regarding the Cangalli district in
general and the Company's properties in specific, management still believes that
there is significant gold mineralization within the Company's properties.

     As a result of the  foregoing,  the Company now has  material  reservations
regarding the May 1998 report by its  independent  consultant,  Mr.  Paravicini.
Management is continuing to analyze the  Paravicini  report and other  available
information regarding the Cangalli property.  Management's initial conclusion is
that the  Company  has  focused  on too broad an area  within the  property  and
believes that a greater  likelihood of success can be realized were Golden Eagle
to focus on a smaller target area for more extensive sampling and analysis.  The
additional work contemplated by the Company 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  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.

     Management's plan of operations for the Company is focused on two different
areas:

          first,  management  is making  every  effort to bring the Company into
     full compliance with each of its legal and  contractual  obligations.  This
     will include  (without  limitation)  filing all reports  required under the
     Securities  Exchange  Act of 1934,  as amended,  and to meet the  Company's
     contractual  obligations  to file a  registration  statement  allowing  the
     convertible   debenture   holders  to  resell  the  shares  underlying  the
     debentures and to repay its  indebtedness  in accordance  with the terms of
     such indebtedness; and

                                       2

<PAGE>


          second,  management  desires to commence  operations on Golden Eagle's
     Cangalli  property  with a  narrower  focus as  described  above,  using an
     independent  consultant of  international  reputation to  substantiate  the
     economic mineability of the property, if possible (of which there can be no
     assurance).

     The Company and its  management are making every effort to pursue this 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.

     On May 7,  1998,  the SEC  filed a  civil  action  (SEC  vs.  Golden  Eagle
International, Inc., No. 98-Z-1020 [D. Colo.]) against Registrant;  Registrant's
former president,  Ron Knittle (resigned in May of 1996);  Registrant's  current
secretary/treasurer  and a director,  Mary Erickson;  Registrant's former public
relations  firm (which had not performed  work for  Registrant  since before May
1996); and two  individuals,  regarding acts which had occurred between 1994 and
mid-1996. Among the allegations made in the SEC's complaint were that Registrant
and the  individuals  involved  had issued press  releases  which were false and
misleading  in an  attempt  to hype the value of the  Registrant's  stock.  As a
result of the May 22,  1998,  press  release,  the  staff of the  SEC's  Central
Regional   Office  has  advised  the  Company   that  it  is   contemplating   a
recommendation  to the full Commission that it amend the pending civil action to
include other violations which allegedly may have resulted from the May 22, 1998
press  release.  The Company and its  management  are  continuing to discuss the
resolution  of these  issues  with  the  staff of the  Securities  and  Exchange
Commission,  but have denied any  wrongdoing  which may be actionable  under the
federal securities laws.

     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. 

                                       3

<PAGE>




                                   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:  September 25, 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": 9507}]
{"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": "98715877"}, "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: SEPTEMBER 25, 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 terminated the services of Michael A. Littman,  Esq., as its
corporate  counsel,  and has  retained  the firm of  Norton *  Lidstone,  LLC to
represent it in general  corporate  matters as the Company may from time-to-time
request.

     By Form 8-Ks  reporting  events of July 7, 1998 and July 24,  1998,  Golden
Eagle   International,   Inc.  reported  concerns  regarding  the  accuracy  and
completeness of an independent  consultant's report prepared for Golden Eagle in
May 1998,  entitled  "Technical  Geological and Sampling  Report:  Resources and
Reserves on the Gold Deposits at Cangalli,  Bolivia" by Guido Paravicini,  M.A.,
Eng.  As a result  of  subsequent  internal  review  of the  Paravicini  report,
management  of  Golden  Eagle  has  concluded  that the  techniques  used by Mr.
Paravicini  were  insufficient  to justify the  calculations  made, and the term
"reserves" may be an inaccurate  characterization of the mineralization found on
the Golden Eagle properties in the Cangalli  district.  Based on the information
that Mr. Paravicini and others have developed regarding the Cangalli district in
general and the Company's properties in specific, management still believes that
there is significant gold mineralization within the Company's properties.

     As a result of the  foregoing,  the Company now has  material  reservations
regarding the May 1998 report by its  independent  consultant,  Mr.  Paravicini.
Management is continuing to analyze the  Paravicini  report and other  available
information regarding the Cangalli property.  Management's initial conclusion is
that the  Company  has  focused  on too broad an area  within the  property  and
believes that a greater  likelihood of success can be realized were Golden Eagle
to focus on a smaller target area for more extensive sampling and analysis.  The
additional work contemplated by the Company 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  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.

     Management's plan of operations for the Company is focused on two different
areas:

          first,  management  is making  every  effort to bring the Company into
     full compliance with each of its legal and  contractual  obligations.  This
     will include  (without  limitation)  filing all reports  required under the
     Securities  Exchange  Act of 1934,  as amended,  and to meet the  Company's
     contractual  obligations  to file a  registration  statement  allowing  the
     convertible   debenture   holders  to  resell  the  shares  underlying  the
     debentures and to repay its  indebtedness  in accordance  with the terms of
     such indebtedness; and

                                       2
second,  management  desires to commence  operations on Golden Eagle's
     Cangalli  property  with a  narrower  focus as  described  above,  using an
     independent  consultant of  international  reputation to  substantiate  the
     economic mineability of the property, if possible (of which there can be no
     assurance).

     The Company and its  management are making every effort to pursue this 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.

     On May 7,  1998,  the SEC  filed a  civil  action  (SEC  vs.  Golden  Eagle
International, Inc., No. 98-Z-1020 [D. Colo.]) against Registrant;  Registrant's
former president,  Ron Knittle (resigned in May of 1996);  Registrant's  current
secretary/treasurer  and a director,  Mary Erickson;  Registrant's former public
relations  firm (which had not performed  work for  Registrant  since before May
1996); and two  individuals,  regarding acts which had occurred between 1994 and
mid-1996. Among the allegations made in the SEC's complaint were that Registrant
and the  individuals  involved  had issued press  releases  which were false and
misleading  in an  attempt  to hype the value of the  Registrant's  stock.  As a
result of the May 22,  1998,  press  release,  the  staff of the  SEC's  Central
Regional   Office  has  advised  the  Company   that  it  is   contemplating   a
recommendation  to the full Commission that it amend the pending civil action to
include other violations which allegedly may have resulted from the May 22, 1998
press  release.  The Company and its  management  are  continuing to discuss the
resolution  of these  issues  with  the  staff of the  Securities  and  Exchange
Commission,  but have denied any  wrongdoing  which may be actionable  under the
federal securities laws.

     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. 

                                       3
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:  September 25, 1998                Golden Eagle International, Inc.

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