United States

Securities and Exchange Commission

Washington, D.C. 20549

Form N-Q

Quarterly Schedule of Portfolio Holdings of Registered

Management Investment Company

Investment Company Act file number: 811-05807

Eagle Capital Growth Fund, Inc.

(Exact name of registrant as specified in charter)

225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657

(Address of principal executive offices) (zip code)

Luke E. Sims, President

Eagle Capital Growth Fund, Inc.

225 East Mason Street

Suite 802

Milwaukee, WI 53202-3657

(414) 765-1107

(Name and address of agent for service)

Registrant's telephone number, including area code:

(414) 765-1107

Date of fiscal year end: December 31, 2019

Date of reporting period: September 30, 2019

ITEM 1.

SCHEDULE OF INVESTMENTS

Eagle Capital Growth Fund, Inc.

Portfolio of Investments (as of September 30, 2019) (unaudited)

Common Stock (87.2% of total investments)					LEVEL ONE
Industry	Shares		Cost		Market Value			% Total Investments
Automotive
General Motors Company		10,000		368,800		374,800
					$	374,800			1.0	%
Brokerage
Charles Schwab Corp		10,000		435,800		418,300
					$	418,300			1.1	%
Consumer
Colgate-Palmolive Co.		24,000		810,965		1,764,240
Kimberly-Clark Corp.		3,500		352,236		497,175
PepsiCo, Inc.		10,000		168,296		1,371,000
Procter & Gamble Company		2,000		145,879		248,760
					$	3,881,175			10.4	%
Data Processing
Automatic Data Processing, Inc.		6,000		169,333		968,520
Paychex, Inc.		20,000		628,288		1,655,400
					$	2,623,920			7.1	%
Drug/Medical Device
Johnson & Johnson		4,000		45,500		517,520
Stryker Corp.		6,400		27,100		1,384,320
					$	1,901,840			5.1	%
Food
Kraft Heinz Company		29,000		772,000		810,115
					$	810,115			2.2	%
Industrial
Illinois Tool Works Inc.		9,000		379,352		1,408,410
Waters Corp.*		6,000		302,341		1,339,380
					$	2,747,790			7.4	%
Insurance
Berkshire Hathaway Inc. B*		32,500		5,537,777		6,760,650
Markel Corp.*		1,300		831,360		1,536,470
					$	8,297,120			22.3	%
Mutual Fund Managers
Diamond Hill Investment Group		18,711		3,067,845		2,584,550
Franklin Resources, Inc.		68,500		2,097,546		1,976,910
T. Rowe Price Group Inc.		13,800		960,374		1,576,650
					$	6,138,110			16.5	%
Restaurants
Starbucks Corp.		15,000		735,540		1,326,300
					$	1,326,300			3.6	%
Retail
AutoZone Inc.*		750		398,782		813,465
eBay Inc.		42,900		1,072,753		1,672,242
O'Reilly Automotive Inc.*		2,000		407,379		797,020
					$	3,282,727			8.8	%
Software
Alphabet, Inc. A*		500		583,844		610,570
					$	610,570			1.6	%

Total common stock investments					$	32,412,767

Money Market Funds (12.8% of total investments)					LEVEL ONE
Morgan Stanley Inst. Liquidity Fund, Treasury, 1.90%						4,766,942

Total investments					$	37,179,709
All other assets						28,415
Accrued investment advisory fees						(24,472	)
All other liabilities						(10,859	)

Total net assets					$	37,172,793

*Non-dividend paying security

Footnote:

The following information is based upon federal income tax cost of portfolio investments, excluding money market investments, as of September 30, 2019:

Gross unrealized appreciation	$	12,789,322
Gross unrealized depreciation		675,646
Net unrealized appreciation	$	12,113,676

Federal income tax basis	$	20,299,091

ITEM 2.

Controls and Procedures

(a)

As of October 9, 2019, an evaluation of the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) was performed by management with the participation of the registrant's President and Chief Executive Officer (who is the principal executive officer of the registrant) and the registrant’s Chief Financial Officer (who is the principal financial officer of the registrant). Based on that evaluation, the registrant's President and Chief Executive Officer and Chief Financial Officer concluded that the registrant's disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the registrant is recorded, processed, summarized and reported within the time periods specified by the Commission's rules and forms, and that information required to be disclosed by the registrant has been accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

(b)

Fair Value Accounting—Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset.