
                       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: December 19, 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


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Item 1.           Changes in Control of Registrant

         None.


Item 2.           Acquisition or Disposition of Assets

The Company's Bolivian  subsidiary,  now Eagle Mining of Bolivia,  Ltd., has now
registered  with the  Bolivian  Notary of Mines its  contract  with the Cangalli
cooperative,  Unidas Cangalli,  Ltda. 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;
however,  the Company is in limited  production.  The terms of the contract with
the Cangalli  cooperative  require the  expenditure of $3,000,000 USD to develop
and exploit the prospect within 390 days from October 28, 1996, or the agreement
will be null and void. The Company is allowed to apply all  investments  made in
the project between January 25, 1996 and October 28, 1996.

The  Company at this time has no capital  commitments  for the  exploitation  or
development of the prospect, from joint venture partners, shareholders, lenders,
or  otherwise.  It may be extremely  difficult to obtain any type of capital for
the company due to its poor financial condition, the investigation and resulting
action by the Securities and Exchange  Commission,  its erratic trading history,
its lack of experienced  management,  its lack of an Exchange or NASDAQ listing,
lack of drilling and sampling on the prospect, and many other factors, including
remote location and foreign operations risks.

The  difficulties of mining in Bolivia at the location of the Cangalli  prospect
cannot be overstated. The location of the prospect is geographically remote from
easily  accessible  transportation  such as  paved  roads,  rail,  airports,  or
navigable major waterways. It is located in a jungle environment, with very hot,
humid   temperatures.   The  Company's  limited  production  of  gold  has  been
successfully  transported from the site. However, future transportation may well
prove dangerous or difficult due to potential security problems.

While the Company has had limited  production,  there is absolutely no assurance
that  any  economically  self-sustaining  operation  can be  established  on the
prospect, however much the company expends.

Further,  various  competing  interests  have  attempted to  interfere  with the
Company's  prospect and operations,  and have stirred unrest between the Company
and Cangalli  cooperative  members.  In a worst case scenario,  the  cooperative
might  attempt to prevent the Company from carrying on operations to exploit the
prospect.  This  interference may continue  indefinitely.  While the company may
vigorously  oppose  such   interference,   there  is  no  assurance  it  can  be
successfully stopped.


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The Company hopes to commence negotiations with capital or joint venture sources
in the near future.


Item 3.           Bankruptcy or Receivership

         None.


Item 4.           Changes in Registrants Certifying Accountant

         None.


Item 5.           Other Events

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

         b.       The Securities and Exchange Commission has been
                  conducting an investigation of the Company, certain
                  persons, and its activities.  No formal resolution of
                  the investigation can be forecast at this point.  The
                  Company received a letter in November, 1996, in which
                  the Company was informed that the SEC intended to bring
                  an action charging the Company and certain individuals,
                  with violations of the Securities Exchange Act of 1934,
                  and seeking sanctions, fines, disgorgement, and
                  injunction against future violations.  The Company
                  hopes to negotiate a settlement agreement regarding the
                  charges with the Securities and Exchange Commission.


Item 6.           Resignation of Directors

                  None.


Item 7.           Financial Statements Pro Forma Financial & Exhibits

         Financials - None.

         Exhibits - Protocal with English Translation.





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                                   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 19, 1996                        GOLDEN EAGLE INTERNATIONAL, INC.


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


