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 (Date of earliest event reported): ~~December~~ April 615, ~~2012~~ 2021

EAGLE CAPITAL GROWTH FUND, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	811-05807	31-1274796
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 EAST MASON STREET, SUITE 802, MILWAUKEE, WI 53202-3657

(Address of Principal Executive Offices)		(Zip Code)
Registrant's telephone number, including area code:		(414) 765-1107
Registrant’s telephone number, including area code:		(414) 765-1107

~~________________N~~N/~~A________________________~~A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o☐ Pre-commencement communications pursuant to Rule 13e-4~~(c)~~© under the Exchange Act (17 CFR 240.13e-4(c©))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GRF	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.0302 ~~Amendments~~Departure ~~to Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Principal Officers; ~~Change~~Election inof ~~Fiscal~~Directors; ~~Year~~Appointment of Principal Officers.

At its regular Board meeting held on ~~December~~April 615, ~~2012~~2021, the Board of Directors of Eagle Capital Growth Fund, Inc. (“Fund”) ~~amended~~voted ~~its Bylaws~~ to ~~provide~~add ~~for~~Jason aW. ~~staggered~~Allen ~~Board pursuant~~ to ~~which~~ the ~~Directors of the Fund, once the staggered~~ Board ~~provisions have been fully implemented~~, ~~will~~effective ~~be elected for 3-year terms~~immediately. ~~Previously all Directors of the Fund were elected or reelected annually.~~

AtDirector ~~the~~Allen ~~2013~~was ~~Annual~~added ~~Meeting~~as ofa ~~Shareholders~~Class ~~(currently~~I ~~proposed to be held April 18~~director, ~~2013),~~with ~~the~~a ~~staggered~~term ~~Board~~that ~~will~~expires beat ~~implemented. All of~~ the Fund’s current Directors are being proposed for reelection. The Board will be divided into three (3) classes, with one class of Directors being elected for a 1-year term (Directors Bilkie and Hanrahan), one class of Directors being elected for a 2-year term (Directors Holth and Schmeltz), and a final class of Directors being elected for a 3-year term (Directors Sims, Tyler and Zalenko). At each succeeding Annual Meeting ~~the Directors~~ in ~~the~~April ~~class~~of ~~whose term is expiring will be elected or reelected to a new 3-year term~~2023.

Item 9.01

Financial Statements and Exhibits

Exhibit		Description

Exhibit 99.1		Press Release of Eagle Capital Growth Fund, dated April 15, 2021

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 hereunto duly authorized.

Dated: ~~December~~ April 1116, ~~2012~~2021

	By:	/s/ Luke E. Sims
	Luke E. Sims, President and Chief Executive Officer

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