SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K


                                 CURRENT REPORT

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



Date of Report:                     September 18, 1996


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


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

4949 South Syracuse Street, Ste. #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
- --------------------------------------------

     The Company's subsidiary in Bolivia, Golden Eagle Bolivia Mining, S.A. (87%
owned)  entered into a mining  development  contract with a Bolivian gold mining
cooperative on January 25, 1996,  for the mining rights to 11 concessions  along
the  Tipuani  River in  Bolivia.  Pursuant  to that  contract,  the  Company has
assisted the  cooperative in perfecting  the title interest in the  concessions.
Those title interests have now been perfected. With the cooperatives' title work
now in order,  the Company's  Bolivian  subsidiary can now register its contract
with the cooperative  with the Bolivian Notary of Mines,  which will result in a
document  titled:  Contract  Protocol.  Executives  and  legal  counsel  for the
Company's  Bolivian  subsidiary  have  also  negotiated  several  new  terms and
conditions with the  cooperative  which will be very beneficial for the Company.
These new terms and conditions are being incorporated into the Contract Protocol
registered with the Bolivian Notary of Mines. The Company has not yet determined
whether the mining rights it owns pursuant to its contract with the  cooperative
will be  developed  in-house,  on a  joint-venture  basis  or  under  a  farmout
arrangement.


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

         None.


Item 4.  Changes in Registrants Certifying Accountant
- -------  --------------------------------------------

         None.


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

         a.       Ron Sparkman was appointed as interim President on May
                  4, 1996, and resigned on July 4, 1996.

         b.       Registrant's  majority owned subsidiary,  Golden Eagle Bolivia
                  Mining,   S.A.,   has  reached  the   paleocanal   inside  its
                  exploratory shaft on the Cangalli prospect in Bolivia. Initial
                  sample testing results show significant gold content.

                  The  paleocanal  is an ancient  river bed that lies about 1200
                  ft. below the surface of the mine  entrance and runs  parallel
                  to the  Tipuani  River.  This  canal has been known to contain
                  significant  deposits of gold ore. The  Cangalli  property has
                  been evaluated by the


<PAGE>


                  Company's geologist,  Giovanni Viscarra, to have potential for
                  such deposits.

                  The Company  also  announced  that it has come to an agreement
                  with  a  Bolivian  mining  company  to  purchase  some  of the
                  necessary  equipment to mine and process the material from the
                  Cangalli property.

         c.       The Company is in the process of completing an audit
                  for year ended December 31, 1995, which commenced the
                  month of September, 1996.

         d.       The Company has been cooperating in the SEC
                  investigation of the Company and its activities.  No
                  formal resolution of the investigation can be forecast
                  at this point.

         e.       Mary Erickson was appointed President on July 15, 1996.

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

         Ron Knittle resigned as a Director and officer of the Company effective
in May, 1996.

Item 7.  Financial Statements Pro Forma Financial & Exhibits
- -------  ---------------------------------------------------

         Financials - 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:  September 18, 1996                  GOLDEN EAGLE INTERNATIONAL, INC.


                                           By:  /S/  MARY A. ERICKSON
                                               --------------------------------
                                                President
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report:                     September 18, 1996

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

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

4949 South Syracuse Street, Ste. #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
- --------------------------------------------

     The Company's subsidiary in Bolivia, Golden Eagle Bolivia Mining, S.A. (87%
owned)  entered into a mining  development  contract with a Bolivian gold mining
cooperative on January 25, 1996,  for the mining rights to 11 concessions  along
the  Tipuani  River in  Bolivia.  Pursuant  to that  contract,  the  Company has
assisted the  cooperative in perfecting  the title interest in the  concessions.
Those title interests have now been perfected. With the cooperatives' title work
now in order,  the Company's  Bolivian  subsidiary can now register its contract
with the cooperative  with the Bolivian Notary of Mines,  which will result in a
document  titled:  Contract  Protocol.  Executives  and  legal  counsel  for the
Company's  Bolivian  subsidiary  have  also  negotiated  several  new  terms and
conditions with the  cooperative  which will be very beneficial for the Company.
These new terms and conditions are being incorporated into the Contract Protocol
registered with the Bolivian Notary of Mines. The Company has not yet determined
whether the mining rights it owns pursuant to its contract with the  cooperative
will be  developed  in-house,  on a  joint-venture  basis  or  under  a  farmout
arrangement.

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

         None.

Item 4.  Changes in Registrants Certifying Accountant
- -------  --------------------------------------------

         None.

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

         a.       Ron Sparkman was appointed as interim President on May
                  4, 1996, and resigned on July 4, 1996.

         b.       Registrant's  majority owned subsidiary,  Golden Eagle Bolivia
                  Mining,   S.A.,   has  reached  the   paleocanal   inside  its
                  exploratory shaft on the Cangalli prospect in Bolivia. Initial
                  sample testing results show significant gold content.

                  The  paleocanal  is an ancient  river bed that lies about 1200
                  ft. below the surface of the mine  entrance and runs  parallel
                  to the  Tipuani  River.  This  canal has been known to contain
                  significant  deposits of gold ore. The  Cangalli  property has
                  been evaluated by the
Company's geologist,  Giovanni Viscarra, to have potential for
                  such deposits.

                  The Company  also  announced  that it has come to an agreement
                  with  a  Bolivian  mining  company  to  purchase  some  of the
                  necessary  equipment to mine and process the material from the
                  Cangalli property.

         c.       The Company is in the process of completing an audit
                  for year ended December 31, 1995, which commenced the
                  month of September, 1996.

         d.       The Company has been cooperating in the SEC
                  investigation of the Company and its activities.  No
                  formal resolution of the investigation can be forecast
                  at this point.

         e.       Mary Erickson was appointed President on July 15, 1996.

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

         Ron Knittle resigned as a Director and officer of the Company effective
in May, 1996.

Item 7.  Financial Statements Pro Forma Financial & Exhibits
- -------  ---------------------------------------------------

         Financials - 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:  September 18, 1996                  GOLDEN EAGLE INTERNATIONAL, INC.

                                           By:  /S/  MARY A. ERICKSON
                                               --------------------------------
                                                President