UNITED STATES
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: August 15, 2006

Golden Eagle International, Inc.

(Exact Name of Registrant as Specified in its Charter)

    Colorado 0-23726 84-1116515
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
 Incorporation) No.)

9661 South 700 East, Salt Lake City, Utah 84070
(Address of Principal Executive Offices) (Zip Code)

(801) 619-9320
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, If Changed Since Last Report.)








Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

            a.        On August 15, 2006, Tracy A. Madsen resigned as Golden Eagle International, Inc.‘s (hereafter referred to as “we” or “our) Chief Financial Officer, Vice President of US Administration, Corporate Secretary, and Treasurer. Our Board of Directors accepted Mr. Madsen’s resignation from these positions.

            b.        Effective August 15, 2006, our Board of Directors appointed H.E. “Gene” Dunham, our Director/Chief Operating Officer, as our Interim Chief Financial Officer. Information regarding Mr. Dunham’s experience appears immediately below:

Our Board of Directors appointed Mr. Dunham, 63 years of age, as a Director on May 9, 2006, and as our Chief Operating Officer on July 27, 2006. From May 2003 to present, Mr. Dunham has been the Vice-Chief Executive Officer of Atlas Precious Metals, Inc., a mining exploration company located in Tucson, Arizona. From June 1997 to May 2003, Mr. Dunham was the Chairman/Chief Executive Officer of Affiliated Companies, a consortium of five companies conducting diversified energy and mining related business, including mining, oil and gas, power and utilities, and telecommunications. From June 1994 to June 1997, Mr. Dunham was the Chief Executive Officer/Director of Suramco, Inc., which managed diversified business enterprises, acquisitions, joint ventures, and expansions, including acquiring and operating five mining properties in the United States, Canada, and South America. From 1988 to 1994, Mr. Dunham was the Chief Executive Officer of New Mexico operations for Phelps Dodge Corporation and a Director of an affiliated acquired company, Chino Mines Company, where he provided leadership in corporate planning, finance, technical areas and general operations, including the mining sector. From 1972 to 1988, Mr. Dunham was the Chief Executive Officer of Phelps Dodge Morenci, Inc., Chairman of Morenci Mining, Inc., and a Director of Morenci Water and Electric, all of which were associated with Phelps Dodge Corporation. During this period, Mr. Dunham directed and managed mining properties in Arizona, New Mexico, and Chile. From 1968 to 1972, Mr. Dunham was the Mining, Exploration, and Finance Manager of Rio Tinto, Plc, a natural resources and mining company conducting business in England, Spain, Australia, and Canada. Mr. Dunham received the following degrees from Michigan Technological University located in Houghton, Michigan: (a) in 1968, a Bachelor of Science Degree in Mining Engineering; and (b) in 1970, a Bachelor of Science Degree in Geological Engineering.  In 1972, Mr. Dunham received a Masters of Business Administration from the University of Pennsylvania’s Wharton Business School. 

SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 21st day of August, 2006.

Golden Eagle International, Inc.


By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer