N-CSR/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form N-CSR/A

Certified Shareholder Report of Registered Management

Investment Companies

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

(Address of principal executive offices) (zip code)

Luke E. Sims, President and Chief Executive Officer

Eagle Capital Growth Fund, Inc.

225 East Mason Street, Suite 802,

Milwaukee, WI 53202

 (Name and address of agent for service)

Registrant’s telephone number, including area code: (414) 765-1107

Date of fiscal year end: December 31

Date of reporting period: December 31, 2013

ITEM 1. REPORT TO STOCKHOLDERS

Eagle Capital Growth Fund, Inc.

Annual Report

December 31, 2013

Top Ten Holdings (as of December 31, 2013)

Company	Market Value		Percentage of Equity Portfolio
Franklin Resources, Inc.	$	2,597,850		9.6	%
Berkshire Hathaway Inc.	$	2,015,520		7.4	%
Deere & Company	$	1,826,600		6.7	%
Federated Government Oblig. #5 Inst.	$	1,822,364		6.7	%
First Trust Dividend and Income Fund	$	1,489,840		5.5	%
Sigma-Aldrich Corp.	$	1,363,145		5.0	%
Illinois Tool Works Inc.	$	1,303,240		4.8	%
Paychex, Inc.	$	1,297,605		4.8	%
Automatic Data Processing, Inc.	$	1,292,784		4.8	%
AFLAC Corp.	$	1,269,200		4.7	%

Dear Fellow Shareholders,

The past year was wonderful for equity investors.   Our Fund was up almost 28%, although our substantial cash balances during the year kept us behind our benchmark S&P 500 (total return) index, which was up about 32% for 2013.   As our long-time Fund shareholders know, we measure our performance by the change in net asset value (NAV), the best metric for our investment performance, not the Fund’s stock market price.

Last year’s performance is history, and investors are trying to assess what 2014 holds.   Given that the Federal Reserve has started “tapering”, we’ll have to see how the market reacts to a more normal monetary landscape.   The Federal Reserve’s bond buying spree (now scaled back to $65 Billion a month and set to phase down further during the current year) has kept interest rates low and has bolstered asset prices, including equities.   Consistent with the Chinese curse---“may you live in interesting times”---we are confident that 2014 will be interesting.

We continue to look far and wide for suitable equity investments.   Over the past year we’ve managed to find a few.   One particular interesting one---Deere & Company (John Deere) deserves some special attention.

Deere & Company (NYSE:  DE) earnings are likely to be down slightly in fiscal 2014 (ending October 31, 2014), reflecting lower corn prices and stabilizing farmland prices (after surging in recent years).   For those investors seeking regular quarterly earnings increases, Deere is not the place to look.

Deere is relatively cheap, with shares trading at 10x trailing earnings.   DE generates cash, and pays a dividend currently of 2.4%.  For its 2013 fiscal year, Deere earned slightly more than $3.5 Billion on sales of $38 Billion.   This profitability is no fluke.  Since Deere management moved to an SVA (shareholder value added) model in 2001, Deere has been consistently profitable at high levels, with above-average returns on invested capital.

Deere is not content to live off its past success.  Research and development expenditures have been in excess of 5% of sales over the past few years, so the Deere product pipeline should continue to produce sought-after products, and future profits.  Moreover, Deere just added another $8 Billion to its ongoing stock repurchase program.  By way of comparison, the total equity market capitalization of Deere is $32 Billion, so the additional stock repurchases amount to 25% of Deere’s total market capitalization.

We love the fact that Deere management is capitalizing on Wall Street’s myopia.   While Wall Street waits for the agricultural picture to clear up, Deere continues to make money, expand its businesses, and repurchase its shares at bargain prices.    Looking out three to five years, we see big opportunities for Deere.   (One caveat:  we held an outsized position in Deere as of the end of 2013, and it is likely that the Fund will trim back that position somewhat as we move through 2014.  This is not a reflection of our investment view of Deere, but a need to remain in compliance with the diversification requirements of the Investment Company Act of 1940.)

Another big position in the Fund, Franklin Resources (NYSE: BEN), is an old favorite.   We were able to build a sizeable position in BEN during 2013 at attractive prices.   As some of our shareholders may remember, BEN is a major mutual fund manager, overseeing the “FRANKLIN”, “MUTUAL SERIES” and “TEMPLETON” fund families.     BEN has a long history of strong operating margins, superb cash generation and free cash flow, and prudent capital allocation.    Many investors don’t fully understand BEN.   For example, BEN currently has approximately $15/share of excess cash, cash-equivalents and investments.   This causes the reporting services to exaggerate BEN’s price earnings multiple for its operating business; BEN’s P/E multiple is reported at 15x to 16x when, in fact, once the excess cash and other excess assets are factored out, BEN’s “true” price/earnings multiple for its operating business is closer to 10x or 11x.

As always, we love hearing from our shareholders.   However, we won’t comment on any undisclosed purchases or sales that the Fund has made or is considering.   With that caveat in mind, all other issues are on the table.

Luke E. Sims	David C. Sims
E-mail:  luke@simscapital.com	E-mail:  dave@simscapital.com
(O):  414/755-6790	(O):  414/765-1107
January 30, 2014

Eagle Capital Growth Fund, Inc.

Statement of Assets and Liabilities

As of December 31, 2013

Assets
Common stock--at market value (cost $15,480,025)	$	25,326,879
Money market funds		1,822,364
Short-term interest receivable		34
Dividends receivable		46,848
Prepaid fees		12,899
Tax refund receivable		3,169
			$	27,212,193
Liabilities
Accounts payable	$	782
Accrued expenses		28,875
Investment advisor fee payable		17,992
			$	47,649
Total net assets			$	27,164,544
Shareholders' Equity
Common stock- $0.001 par value per share;authorized 50,000,000 shares, outstanding 3,125,124 shares	$	3,125
Paid-in capital		17,312,453
Undistributed net investment income		2,112
Unrealized appreciation on investments		9,846,854
Shareholders' equity			$	27,164,544
Net asset value per share			$	8.69

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Statement of Operations

For the Year Ended December 31, 2013

Investment Income
Dividends	$	460,582
Interest		448
Total investment income			$	461,030
Expenses
Advisory fees	$	202,565
Legal fees		9,030
Insurance		12,600
Transfer agent		29,693
Audit fees		23,300
Directors’ fees and expenses		51,000
Custodian fees		7,500
Listing fee		15,000
Other fees and expenses		19,051
Total expenses			$	369,739
Net investment income					$	91,291
Realized Gain and Unrealized Appreciation on Investments
Realized gain on investments:
Proceeds from sale of investment securities	$	13,655,527
Less: cost of investment securities sold		10,682,825
Net realized gain on investments			$	2,972,702
Unrealized appreciation on investments:
Unrealized appreciation at end of period	$	9,846,854
Less: unrealized appreciation at beginning of period		6,354,969
Net change in unrealized appreciation on investments			$	3,491,885
Net realized gain and unrealized appreciation on investments					$	6,464,587
Net increase from operations					$	6,555,878

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Statements of Changes in Net Assets

	Year Ended			Year Ended
	December 31, 2012			December 31, 2013
From Operations:
Net investment income	$	196,835		$	91,291
Net realized gain on investments		1,027,256			2,972,702
Net change in unrealized appreciation on investments		1,454,067			3,491,885
Net increase from operations	$	2,678,158		$	6,555,878
Distributions to Shareholders from:
Net investment income		(97,789	)		(214,924	)
Net realized gain from investment transactions		(1,027,256	)		(2,972,702	)
Total distributions	$	(1,125,045	)	$	(3,187,626	)
From Capital Stock Transactions:
Dividend reinvestment		--			--
Cash purchases
Net increase from capital stock transactions		--			--
Increase (decrease) in net assets		--			--
Total Net Assets:
Beginning of year	$	22,243,178		$	23,796,292
End of period (including undistributed net investment income of $125,745 and $2,112)	$	23,796,292		$	27,164,544
Shares:
Shares issued to shareholders under the Dividend Reinvestment and Cash Purchase Plan		--			--
Shares at beginning of year		3,125,124			3,125,124
Shares at end of period		3,125,124			3,125,124

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Financial Highlights

For the periods ended December 31:	2009			2010			2011			2012			2013
Net asset value at beginning of year	$	5.73		$	7.06		$	7.81		$	7.12		$	7.61
Net investment income	$	0.05		$	0.08		$	0.09		$	0.06		$	0.03
Net realized gain and unrealized appreciation (loss) on investments	$	1.33		$	0.95		$	0.27		$	0.79		$	2.07
Total from investment operations	$	1.38		$	1.03		$	0.36		$	0.85		$	2.10
Distribution from:
Net investment income	$	(0.05	)	$	(0.08	)	$	(0.09	)	$	(0.03	)	$	(0.07	)
Realized gains	$	(0.00	)	$	(0.20	)	$	(0.96	)	$	(0.33	)	$	(0.95	)
Total distributions	$	(0.05	)	$	(0.28	)	$	(1.05	)	$	(0.36	)	$	(1.02	)
Net asset value at end of period	$	7.06		$	7.81		$	7.12		$	7.61		$	8.69
Per share market price, end of period last traded price (A)	$	6.39		$	6.62		$	7.00		$	7.10		$	8.19
Total Investment Return (B):
Based on market value:
1 Year		29	%		8	%		21	%		7	%		30	%
5 Year		2	%		1	%		4	%		3	%		18	%
10 Year		4	%		2	%		4	%		4	%		7	%
From inception		8	%		8	%		8	%		8	%		9	%
Based on net asset value
1 Year		24	%		15	%		5	%		12	%		28	%
5 Year		0	%		3	%		1	%		4	%		17	%
10 Year		3	%		2	%		3	%		6	%		7	%
From inception		8	%		9	%		8	%		9	%		9	%
Net assets, end of year (000s omitted)	$	21,004		$	23,232		$	22,243		$	23,796		$	27,164
Ratios to average net assets (C):
Ratio of expenses to average net assets		1.67	%		1.52	%		1.42	%		1.43	%		1.37	%
Ratio of net investment income to average net assets		0.84	%		1.09	%		1.16	%		0.83	%		0.34	%
Portfolio turnover		37	%		62	%		25	%		22	%		44	%
Average commission paid per share	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01

(A)  If there was no sale on the valuation date, the bid price for each such date is shown.

(B)  Sims Capital Management LLC became the investment advisor to the Fund on June 1, 2007.

(C)  Expense ratio does not reflect fees and expenses incurred indirectly by the Fund as a result of its investments in shares of other investment companies. If these fees were included in the expense ratio the net impact would be an increase of approximately 0.07% for the year ended December 31, 2013, 0.07% for the year ended December 31, 2012, 0.13% for the year ended December 31, 2011, and 0.15% for the year ended December 31, 2010.  The Fund did not have investment company investments in 2009.

See Notes to Financial Statements.

Eagle Capital Growth Fund, Inc.

Portfolio of Investments (as of December 31, 2013)

Common Stock (93.3% of total investments)					LEVEL ONE
Industry	Shares		Cost		Market Value		% of Total Investments
Bank
Wells Fargo & Company		15,000	$	597,750	$	681,000
					$	681,000		(2.5	%)
Consumer
The Coca-Cola Company		28,000		1,058,939		1,156,680
Colgate-Palmolive Co.		12,000		72,938		782,520
PepsiCo, Inc.		10,000		168,296		829,400
					$	2,768,600		(10.2	%)
Data Processing
Automatic Data Processing, Inc.		16,000		561,360		1,292,784
Paychex, Inc.		28,500		730,799		1,297,605
					$	2,590,389		(9.5	%)
Drug/Medical Device
Abbott Laboratories Inc.		7,500		175,588		287,475
Johnson & Johnson		4,000		45,500		366,360
Stryker Corp.		16,500		72,531		1,239,810
					$	1,893,645		(7.0	%)
Industrial
Deere & Company		20,000		1,681,501		1,826,600
Emerson Electric Co.		18,000		810,169		1,263,240
Hillenbrand, Inc.		42,000		804,991		1,235,640
Illinois Tool Works Inc.		15,500		710,498		1,303,240
Sigma-Aldrich Corp.		14,500		423,169		1,363,145
Waters Corp.*		6,000		302,341		600,000
					$	7,591,865		(28.0	%)
Insurance
AFLAC Corp.		19,000		1,018,259		1,269,200
Berkshire Hathaway Inc.*		17,000		1,303,475		2,015,520
The Chubb Corporation		13,000		662,688		1,256,190
					$	4,540,910		(16.7	%)
Mutual Fund Managers
Franklin Resources, Inc.		45,000		1,884,631		2,597,850
T Rowe Price Group Inc.		14,000		987,352		1,172,780
					$	3,770,630		(13.9	%)
Closed-end Funds
First Trust Dividend and Income Fund		169,300		1,407,250		1,489,840
					$	1,489,840		(5.5	%)
Total common stock investments					$	25,326,879
Money Market Funds (6.7% of total investments)					LEVEL ONE

	Market Value			% of Total Investments
Federated Government Oblig. #5 Inst.	$	1,822,364
	$	1,822,364			(6.7	%)
Total investments	$	27,149,243
All other assets		62,950
Accrued investment advisory fees		(17,992	)
All other liabilities		(29,657	)
Total net assets	$	27,164,544
*Non-dividend paying security

See Notes to Financial Statements.

Notes to Financial Statements

(1) Organization.

Eagle Capital Growth Fund, Inc., a Maryland corporation (“Fund”), is a diversified closed-end investment company subject to the Investment Company Act of 1940.

(2) Significant Accounting Policies.

The following is a summary of the significant accounting policies followed by the Fund not otherwise set forth in the Notes to the Financial Statements:

Dividends and distributions—Dividends from the Fund’s net investment income and realized net long- and short-term capital gains will be declared and distributed at least annually.

Investments—Investments in equity securities are valued at the closing market price (as of the close of regular trading) on the applicable valuation date.  If no such closing market price is available on the valuation date, the Fund uses the then most recent closing market price.  In the unlikely event that there is no current or recent closing market price for a portfolio security traded in the over-the-counter market, then the Fund uses the most recent closing bid price.

Investment security purchases and sales are accounted for on a trade date basis.  Interest income is accrued on a daily basis while dividends are included in income on the ex-dividend date.

Use of estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Federal income taxes—The Fund intends to comply with the general qualification requirements of the Internal Revenue Code applicable to regulated investment companies such as the Fund.  The Fund plans to distribute annually at least 90% of its taxable income, including net long-term capital gains, to its shareholders.  In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year an amount equal to at least 98% of its net investment income and 98% of its net realized capital gains (including undistributed amounts from previous years).

The following information is based upon the Federal income tax basis of portfolio investments as of December 31, 2013:

Gross unrealized appreciation	$	9,846,854
Gross unrealized depreciation		-
Net unrealized appreciation	$	9,846,854
Federal income tax basis	$	15,480,025

Expenses—The Fund’s service providers bear all of their expenses in connection with the performance of their services.  The Fund bears all of its expenses incurred in connection with its operations including, but not limited to, investment advisory fees (as discussed in Note 3), legal and audit fees, taxes, insurance, shareholder reporting and other related costs.  As noted in Note 3, the Fund’s investment advisor, as part of its responsibilities under the Investment Advisory Agreement, is required to provide certain internal administrative services to the Fund at such investment advisor’s expense.  The Investment Advisory Agreement provides that the Fund may not incur annual aggregate expenses in excess of two percent (2%) of the first $10 million of the Fund’s average net assets, one and a half percent (1.5%) of the next $20 million of the average net assets, and one percent (1%) of the remaining average net assets for any fiscal year.  Any excess expenses are the responsibility of the investment advisor.

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.  All of the Fund’s investments are classified as Level 1.

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.

(3) Certain Service Providers Arrangements

Investment advisor—For its services under the Investment Advisory agreement, the investment advisor receives a monthly fee calculated at an annual rate of three-quarters of one percent (0.75%) of the weekly net asset value of the Fund, as long as the weekly net asset value is at least $3.8 million.  The investment advisor is not entitled to any compensation for any week in which the average weekly net asset value falls below $3.8 million.  Pursuant to the Investment Advisory Agreement, the investment advisor is required to provide certain internal administrative services to the Fund at the investment advisor’s expense.

Effective June 1, 2007, following shareholder approval of the Investment Advisory Agreement, Sims Capital Management LLC (“SCM”) began serving as the Fund’s investment advisor.  Pursuant to the Investment Advisory Agreement, SCM is responsible for the management of the Fund’s portfolio, subject to oversight by the Fund’s Board of Directors.  SCM is 50 percent owned by the President and CEO who is also a Director of the Fund and an owner of more than five percent of the Fund’s outstanding shares.  A family member of the same President and CEO owns the remaining 50 percent of SCM.

Custodian—Bank of America Corporation serves as the Fund’s custodian pursuant to a custodian agreement. As the Fund’s custodian, Bank of America receives fees and compensation of expenses for services provided including, but not limited to, an annual account charge, annual security fee, security transaction fee and statement of inventory fee.

Transfer Agent—American Stock Transfer & Trust Company (“AST”) serves as the Fund’s transfer agent and dividend disbursing agent.   AST receives fees for services provided including, but not limited to, account maintenance fees, activity and transaction processing fees and reimbursement for its out-of-pocket expenses. AST also acts as the agent under the Fund’s Dividend Reinvestment and Cash Purchase Plan.

(4) Dividend Reinvestment and Cash Purchase Plan.

The Fund has a Dividend Reinvestment and Cash Purchase Plan (“Plan” or “DRIP”) which allows shareholders to reinvest cash dividends and make cash contributions. Pursuant to the terms of the DRIP, cash dividends may be used by the DRIP agent to either purchase shares from the Fund or in the open market, depending on the most favorable pricing available to DRIP participants. Voluntary cash contributions from DRIP participants are used to purchase Fund shares in the open market. A complete copy of the DRIP is available on the Fund’s website (www.eaglecapitalgrowthfund.com) or from AST, the DRIP agent.

(5) Distributions to Shareholders.

On December 2, 2013, a distribution of $1.02 per share aggregating $3,187,626 was declared from net investment income and capital gains. The dividend was paid on December 27, 2013, to shareholders of record on December 13, 2013. The tax character of distributions paid during 2012 and 2013 was as follows:

	2012		2013
Distributions paid from:
Net Investment Income:	$	97,789		214,924
Capital Gains:
Long-term		1,027,256		2,972,702
Short-term		-		-

As of December 31, 2013, the components of distributable earnings on a tax basis were as     follows:

Undistributed ordinary income:	$	2,112
Net unrealized appreciation:	$	9,846,854

(6) Fund Investment Transactions.

Purchases and sales of securities, other than short-term securities, for the twelve-month period ended December 31, 2013 were $11,943,974 and $13,655,527, respectively.

(7) Financial Highlights.

The Financial Highlights present a per share analysis of how the Fund’s net asset value has changed during the periods presented.  Additional quantitative measures expressed in ratio form analyze important relationships between certain items presented in the financial statements.  The total investment return based on market value assumes that shareholders bought Fund shares at the bid price and sold Fund shares at the bid price.  In reality, shareholders buy into the Fund at the asked price and sell out of the Fund at the bid price.  Therefore, actual returns may differ from the amounts shown.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners

Eagle Capital Growth Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments of Eagle Capital Growth Fund, Inc., as of December 31, 2013 and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2013 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eagle Capital Growth Fund, Inc. as of December 31, 2013, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Plante & Moran, PLLC

Auburn Hills, Michigan

February 19, 2014

Directors Who Are Interested Persons of the Fund and Officers

Name, Address and Age*	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years (in addition to positions held in the Fund)	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director**	Other Directorships Held by Director or Nominee for Director (Public Companies)
Luke E. Sims, age 64	President; Chief Executive Officer and Director	Term of office expires 2016 (Class III).  Served as a director since 2002.	Chairman of Sims Capital Management LLC, the Fund’s investment advisor; retired partner in the law firm of Foley & Lardner LLP (1984-2010).	One	None.

*The address of Mr. Sims is the address of the principal executive office of the Fund.  Luke E. Sims is an Interested Person within the meaning of Section 2(a) (19) of the Investment Company Act of 1940 because he is the President and Chief Executive Officer of the Fund, beneficially owns in excess of five percent (5%) of the Fund’s outstanding shares of common stock, and he is affiliated with the Fund’s investment advisor, Sims Capital Management LLC (the “Advisor” or “SCM”).  Luke E. Sims is the father of David C. Sims, the Chief Financial Officer, Chief Compliance Officer, and Secretary of the Fund.

**The Fund is not part of a fund family.

Directors Who Are Not Interested Persons

Name, Address and Age*	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director**	Other Directorships Held by Director or Nominee for Director (Public Companies)
Robert M. Bilkie, Jr., age 53	Chairman; Director	Up for reelection at Annual Meeting (Class I). Served as a director since 2006.	President and Chief Executive Officer of Sigma Investment Counselors, Inc. (a registered investment advisor) since 1987; member of the NAIC/Better Investing Securities Review Committee and of the NAIC/Better Investing Editorial Advisory Committee (non-remunerative).	One	None
Phillip J. Hanrahan, age 74	Director	Up for reelection at Annual Meeting (Class I). Served as a director since 2008.	Retired partner of Foley & Lardner LLP (law firm) since February 2007 and, prior thereto, active partner of that firm since 1973.	One	None
Carl A. Holth, age 81	Director	Term of office expires 2015 (Class II). Served as a director since 1989.	Retired.	One	None
Peggy L. Schmeltz, age 86	Director	Term of office expires 2015 (Class II). Served as a director since 1989.	Retired; Former Trustee of NAIC.	One	None
Donald G. Tyler, age 61	Director	Term of office expires 2016 (Class III).  Served as a director since 2010.	Director of Administrative Services, County of Milwaukee, 2012 to present.  Retired Interim President & Executive Director, Milwaukee Symphony Orchestra 2010; Vice President of Investment Products and Services, Northwestern Mutual, 2003-2010.	One	None
Neal F. Zalenko, age 68	Director	Term of office expires 2016 (Class III).  Served as a director since 2008.	Retired; Founder and Managing partner of Zalenko & Associates, P.C. (accounting firm), that merged with Baker Tilly in early 2005.	One	None

*The address of each is the address of the principal executive office of the Fund.

**The Fund is not part of a fund family.

Officers Who Are Not Directors

Name, Address and Age*	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	Number of Portfolios in Fund Complex Overseen by Officer**	Other Directorships Held by Officer (Public Companies)
David C. Sims age 32	Chief Financial Officer, Chief Compliance Officer, and Secretary	Term of office one year.  Served as Chief Financial Officer and Chief Compliance Officer since 2007 and Secretary since 2009***.	Manager, Peregrine Investment Fund LLC (private investment fund) since 2003; President and Manager of the Advisor since 2003.	One	None

*The address for David Sims is the address of the principal executive office of the Fund.

**The Fund is not part of a fund family.

***David C. Sims is the son of Luke E. Sims, the President and Chief Executive Officer of the Fund.

Compensation.

The following table sets forth the aggregate compensation paid to all Fund directors for the period ended December 31, 2013.  Directors who are not “interested persons” of the Fund received an annual retainer of $8,000 a year, paid in equal quarterly installments, and directors attending committee meetings were paid $500 for each meeting.  For 2014, the annual retainer for Fund directors who are not “interested persons” has been increased to $9,000.  Directors who are “interested persons” of the Fund are not entitled to receive directors’ fees.  Directors are reimbursed for out-of-pocket expenses in connection with attending Board meetings.

Luke E. Sims, who is deemed to be an “interested person” of the Fund, is not entitled to receive directors’ fees from the Fund.

No Fund officer receives compensation in his capacity as an officer of the Fund.  Fund officers are: Luke E. Sims, President and Chief Executive Officer; and David C. Sims, Chief Financial Officer, Chief Compliance Officer, and Secretary.  Robert M. Bilkie, Jr. is the Fund’s Chairman, which is not an executive officer position.

Sims Capital Management LLC (“SCM”), the investment advisor for the Fund, was paid $202,565 by the Fund in 2013.  SCM is 50% owned by Luke E. Sims, the President, CEO and a Director of the Fund, as well as an owner of more than five percent of the Fund’s outstanding shares.  David C. Sims, the Fund’s Chief Financial Officer, Chief Compliance Officer and Secretary, owns the remaining 50% of SCM.

The Fund is not part of a family of investment companies.

Directors who are “interested persons” of the Fund:

Name, Position	Aggregate Compensation From Fund	Pension or Retirement Benefits Accrued as part of Fund Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Fund and Complex paid
			to Directors
Luke E. Sims,
Director, President,
CEO	None	None	None	None

Directors who are not “interested persons” of the Fund:

Name, Position	Aggregate Compensation From Fund		Pension or Retirement Benefits Accrued as part of Fund  Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Fund and Complex paid
				to Directors
Robert M. Bilkie, Jr.,
Director	$	8,000	None	None	$	8,000
Phillip J. Hanrahan
Director	$	9,000	None	None	$	9,000
Carl A. Holth,
Director	$	9,000	None	None	$	9,000
Peggy L. Schmeltz,
Director	$	8,000	None	None	$	8,000
Donald G. Tyler,
Director	$	8,000	None	None	$	8,000
Neal F. Zalenko,
Director	$	9,000	None	None	$	9,000

Board of Directors
Robert M. Bilkie, Jr.	Carl A. Holth	Phillip J. Hanrahan
Chairman of the Board	Director	Director
Southfield, MI	Clinton Twp., MI	Whitefish Bay, WI
Peggy L. Schmeltz	Luke E. Sims	Donald G. Tyler
Director	President & Chief Executive Officer	Director
Bowling Green, OH	Milwaukee, WI	Shorewood, WI
Neal F. Zalenko
Director
Birmingham, MI

EAGLE CAPITAL GROWTH FUND, INC.

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

(THE “PLAN”)

ADVANTAGES OF THE PLAN

Your increased shareholdings of Eagle Capital Growth Fund, Inc. common stock will generate additional dividend and/or other distribution income.

You may choose to have all of your dividends and/or other distributions reinvested in shares of Eagle Capital Growth Fund, Inc. common stock.

You may make additional voluntary cash investments as often as once each month, in an amount of not less than $50 nor more than $250,000 per year.

Your cash dividends and/or other distributions will go directly to American Stock Transfer & Trust Company (the “Plan Agent”), which will administer the Plan, assuring prompt reinvestment of your dividends and/or other distributions.  It is intended that such cash dividends and/or other distributions, together with any voluntary cash payments, will be fully utilized to purchase shares of Eagle Capital Growth Fund, Inc. common stock.

The Plan Agent does all of the work and, at your option, will accept delivery from you, for safekeeping of, the certificates which you hold in your own name and representing shares of stock of Eagle Capital Growth Fund, Inc. by establishing a “book-entry” account in your name.

The maintenance of your personal records is simplified by the detailed statements which the Plan Agent will mail to you after each investment.

Participation in the Plan is entirely voluntary.  You may join at any time, and you may terminate your participation whenever you wish by following the procedures described below.

There are no fees or charges imposed upon you, other than brokerage commissions, and reasonable transaction and termination fees.

PARTICIPATION IN THE PLAN

Any holder of common stock of Eagle Capital Growth Fund, Inc. (“Fund”), may participate in the Plan.

JOINING THE PLAN

To join the Plan, you can either enroll on-line at www.amstock.com and clicking on “Shareholder Account Access” or you can sign and complete the enclosed enrollment and authorization form {enrollment form not included with annual report} and mail it to: American Stock Transfer & Trust Company, P.O. Box 922 Wall Street Station, New York, New York 10269-0560.  Please make sure that if you enroll by completing the enrollment and authorization form that you sign your name exactly the same as shown on your shareholder account.  Once you have completed and returned the form to American Stock Transfer & Trust Company, you will begin participating automatically in the Plan and all cash dividends and/or other distributions on Eagle Capital Growth Fund, Inc. common stock registered in your name will be reinvested automatically.

COSTS OF THE PLAN

There are no special fees or charges relating to participation in the Plan, other than reasonable transaction fees and brokerage commissions.  A termination or sale fee (currently $15 plus $0.10 per share) may be imposed when you terminate or sell your shares in the Plan and take delivery of accumulated shares.  The benefit of any reduced brokerage commissions will be passed on, pro rata, to participants.  In addition, if you wish to deposit your certificated shares in your plan account, there is currently a transaction fee of $7.50 for this service.

DIVIDEND REINVESTMENT

Dividend payments and/or other distributions made by the Fund to participants in the Plan are made in one of two ways.  They are paid to the Plan Agent either in cash (which then are used to purchase shares in the open market), or by the delivery of newly-issued Fund shares.  The option chosen by the Fund is the one that the Fund determines is the most favorable to participants, as described below under “Additional Terms and Conditions of Participation in the Eagle Capital Growth Fund, Inc. Dividend Reinvestment and Cash Purchase Plan.”  In the event the Plan Agent is unable to complete its acquisition of shares to be purchased on the open market by the end of the thirtieth (30th) day following receipt of the cash dividends and/or other distributions from the Fund, any remaining funds will be returned to the Participants on a pro rata basis.

VOLUNTARY CASH PAYMENTS

You may make voluntary monthly cash payments of not less than $50 (but not more than $250,000 per year) for the purpose of acquiring additional shares.  You may make these voluntary cash payments regularly or from time to time, and you may also vary the amount of each payment so long as the amount of any monthly voluntary cash payment meets the foregoing limitations.  Voluntary cash payments must be received by the Plan Agent on or prior to the last day of any month and will be invested beginning on or about the first business day of the following month (an “Investment Date”).  Voluntary cash payments will be invested in shares purchased in the open market, (calculated to three decimal places in your account).  However, if purchases of shares on the open market with such voluntary cash payments have not been completed by an ex-dividend date, the balance of such cash payments will be returned and credited on a pro rata basis.  The Plan Agent will also return all voluntary cash payments it is holding or receives for purchases to be made on the Investment Date immediately following the dividend payment date if purchases are being made with the cash dividends or other distributions on or after such Investment Date.  In the event the Plan Agent is unable to complete its acquisition of shares to be purchased on the open market by the end of the thirtieth (30^th) day following the Investment Date, any remaining funds will be returned to the participants on a pro rata basis.  All cash payments received by the Plan Agent in connection with the Plan will be held without earning interest.  To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, participants that wish to make voluntary cash payments should send such payments to the Plan Agent in such a manner that assures that the Plan Agent will receive and collect federal funds by the end of the month.  This procedure will avoid unnecessary accumulations of cash and will enable participants to realize lower brokerage commissions and avoid additional transaction charges.  If a voluntary cash payment is not received in time to purchase shares for the calendar month indicated, the Plan Agent shall attempt to invest such payment on the next Investment Date.  Optional cash payments can also be made on-line at www.amstock.com.  You need to know your American Stock Transfer & Trust Company 10 digit account number to access your account.

If an optional cash payment is paid by a check and the check is returned by the bank, a fee of $25 will be charged.  If the funds have not yet been invested, the Plan Agent will debit the amount of such funds.  If the funds have been invested, then the Plan Agent will sell the shares to recover the amount of the returned check.  If the cash balance of the sale is not enough to cover the debit of the amount of the returned check, then the Plan Agent reserves the right to sell account shares to pay the balance.  The Plan Agent will also sell additional shares to recover the amount of the return fee.

HOLDING OF SHARES

For your convenience, the Plan Agent will hold all shares that you acquire as a result of your participation in the Plan for safekeeping.  However, upon your on-line request at www.amstock.com, telephonically at (877) 739-9994 or request by mail, the Plan Agent will send you a certificate representing a specified number of full shares which you have acquired through the Plan and which are held for your account.

The Plan Agent will also allow you to deposit with it, in safekeeping and in your “book-entry” account for the Plan, any additional stock certificates for the Fund’s shares you might have in your possession.  This will enable you to guard against loss, theft or damage.

STATEMENT OF ACCOUNT

A cumulative, detailed statement of your account under the Plan for each current calendar year will be sent to you by the Plan Agent; and you will also receive the customary Form 1099 (Internal Revenue Service) reporting dividend and/or other distribution income.

WITHDRAWAL OF SHARES

You are not committed to remain in the Plan.  You may terminate your participation at any time by written notice to the Plan Agent or on line at www.amstock.com.  All requests for termination of participation in the Plan must be received at least three business days prior to the next dividend and/or other distribution payment date in order for the cash dividend and/or other distribution not to be reinvested.  A separate written request, however, must be made to obtain the return of any voluntary cash payment.  You may obtain the return of any voluntary cash payment if your written request is received by the Plan Agent at least forty-eight (48) hours prior to the time such voluntary cash payment is invested.

Upon terminating participation in the Plan, certificates for full shares held in your account will be issued and sent to you.  Any remaining fractional share will be converted to cash, on the basis of the then current market price of the Fund’s common stock, and a check, representing the same, will be issued and sent to you (less service fees).  If you desire, you may direct that your full shares be sold in the open market and that the proceeds (less any brokerage commission incurred as a result of such sale) be sent to you.

INCOME TAX CONSIDERATIONS

Dividends (including those declared in shares of stock) and other distributions invested under the Plan are taxable in the same way as dividends and other distributions paid to you in cash.

SHAREHOLDERS’ RIGHTS

Shares held under the Plan have the same rights as all other shares, in terms of stock dividends, stock splits, and preemptive and voting rights.  Stock dividends will be fully credited to your account.  Transaction processing may either be curtailed or suspended until the completion of any stock dividend, stock split or corporate action.

MORE DETAILED INFORMATION

If you have any questions regarding your specific participation in the Plan, please visit the Plan Agent on-line at www.amstock.com, call the Plan Agent at (877) 739-9994 or write the Plan Agent at:

Transaction Processing

American Stock Transfer & Trust Company

DRP Plan

P.O. Box 922 Wall Street Station

New York, NY 10269-0560

Inquiries

American Stock Transfer & Trust Company

6201 15^th Avenue

Brooklyn, NY 11219

Shareholder Information

Trading.   Fund shares trade under the symbol GRF on the NYSE MKT.

Fund Stock Repurchases.   The Fund is authorized, from time to time, to repurchase its shares in the open market, in private transactions or otherwise, at a price or prices reasonably related to the then prevailing market price.

Dividend Reinvestment and Cash Purchase Plan.   By participating in the Fund’s Dividend Reinvestment and Cash Purchase Plan (“Plan”), you can automatically reinvest your cash dividends in additional Fund shares without paying brokerage commissions.   A copy of the plan is included earlier in the Annual Report.

Alternatively, you can secure a copy of the Plan from the Fund’s website (www.eaglecapitalgrowthfund.com) or by contacting American Stock Transfer & Trust Company, 6201 15^th Avenue, Brooklyn, NY 11219, telephone number (800) 937-5449.

Dividend Checks/Stock Certificates/Address Changes/Etc.   If you have a question about lost or misplaced dividend checks or stock certificates, have an address change to report, or have a comparable shareholder issue or question, please contact the Fund’s transfer agent, American Stock Transfer and Trust Company, 6201 15^th Avenue, Brooklyn, NY 11219, telephone number (800) 937-5449.

Proxy Voting.   The Fund typically votes by proxy the shares of portfolio companies.   If you’d like information about the policies and procedures that the Fund follows in voting, or how the Fund has voted on a particular issue or matter during the most recent 12-month period ended June 30, 2013, you can get that information (Form N-PX) from the SEC’s website (www.sec.gov) or the Fund’s website (www.eaglecapitalgrowthfund.com), or by calling the Fund at (414) 765-1107 (collect) or by sending an e-mail request (to dave@simscapital.com).

Fund Privacy Policy/Customer Privacy Notice (January 1, 2014).   We collect nonpublic personal information about you from the following sources:  (i) information we receive from you on applications or other forms and (ii) information about your transactions with us or others.   We do not disclose any nonpublic personal information about you to anyone, except as permitted by law, and as follows.   We may disclose all of the information we collect, as described above, to companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements.   If you decide to close your account(s) or no longer be a shareholder of record, we will adhere to the privacy policies and practices as described in this notice.   We restrict access to your personal and account information to those employees who need to know that information to provide services to you.  We maintain physical, electronic, and procedural safeguards to guard your nonpublic personal information.  In this notice, the term “we” refers to the Fund, Eagle Capital Growth Fund, Inc.

Additional Information.   The Fund files a complete schedule of its portfolio holdings with the Securities and Exchange Commission (SEC) as of the end of the first and third calendar quarters on SEC Form N-Q.   You can obtain copies of these filings, and other information about the Fund, from the SEC’s website (www.sec.gov) or from the Fund’s website (www.eaglecapitalgrowthfund.com), or by calling the Fund at (414) 765-1107.  The Fund’s Forms N-Q can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and you can obtain information about the operation of the Public Reference Room by calling the SEC at (800) 732-0330.

Approval of Renewal of Investment Advisory Agreement.  At its December 2, 2013 Board meeting, the Board of Directors approved the renewal of the Fund’s Investment Advisory Agreement with SCM (with Director Luke E. Sims abstaining).  The Board was pleased that, over SCM’s tenure, the Fund had outperformed the S&P 500 Index (total return basis).  The Board reviewed other factors in determining to retain SCM as investment advisor including, among other things, the nature, extent and quality of services provided by SCM, the cost of services provided by SCM (and benefits to be realized by SCM as a result of its relationship with the Fund), the economies of scale that may be realized as the Fund grows, whether fee level reflects the economies of scale for the benefit of Fund investors, the investment philosophy of SCM, the Fund’s portfolio turnover, best execution and trading costs, personnel considerations, resources available to SCM, SCM’s ability to satisfy compliance obligations and other relevant factors.  Overall, the Board remained satisfied with the nature, extent and quality of services provided by SCM.

Electronic Distribution of Shareholder Reports and Other Communications.   If you’d like to receive copies of the Fund’s annual report, semiannual report, proxy statement, press releases and other comparable communications electronically, please provide your e-mail address to dave@simscapital.com.  By providing your e-mail address to the Fund, you are consenting to the Fund sending the identified materials to you by e-mail.

General Inquiries.   If you have a question or comment on any matter not addressed above, please contact the Fund (Eagle Capital Growth Fund, Inc.) at 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657, telephone number (414) 765-1107, or the Fund’s investment advisor, Sims Capital Management LLC (dave@simscapital.com).

ITEM 2. CODE OF ETHICS

The Fund has adopted a Code of Ethics for Financial Professionals, which applies to the principal executive officer of the Fund, all professionals serving as principal financial officer, the principal account officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party, and the members of the Fund’s Board of Directors. The Code of Ethics for Financial Professionals has been posted on the Fund’s website at www.eaglecapitalgrowthfund.com.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

The Fund’s Board of Directors has determined that Neal F. Zalenko qualifies as a financial expert; and that both Carl A. Holth, Donald G. Tyler, and Phillip J. Hanrahan also qualify as financial experts. Phillip J. Hanrahan, Carl A. Holth, Donald G. Tyler, and Neal F. Zalenko are independent, non-interested directors.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.  The Fund paid Plante & Moran, PLLC $16,000 for the calendar year ended December 31, 2013, and $16,000 for the calendar year ended December 31, 2012, for audit fees.

Audit-Related Fees.  The Fund did not pay Plante & Moran, PLLC any audit-related fees in either of the last two calendar years.

Tax Fees.  The Fund paid Plante & Moran, PLLC $5,500 for the calendar year ended December 31, 2013, and $5,500 for the calendar year ended December 31, 2012, for tax fees in connection with the preparation of the Fund’s tax returns and assistance with Internal Revenue Service notice and tax matters.

All Other Fees.  The Fund did not pay Plante & Moran, PLLC any other amounts in either of the last two calendar years.

 “Audit fees’ are fees paid by the Fund to Plante & Moran, PLLC for professional services for the audit of the Fund’s financial statements, or for services that are usually provided by an auditor in connection with statutory and regulatory filings and engagements. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of financial statements. “Tax fees” are fees for tax compliance, tax advice, and tax planning. All other Fund fees are fees belled for any services not included in the first three categories.

None of the services covered under the captions “Audit-Related Fees”, “Tax Fees”, and “All Other Fees” with respect to Plante & Moran, PLLC were provided under the de minimis exception to Audit Committee approval of 17 CFR 210.2-01(c) 7(i)(c) and (ii) Plante & Moran, PLLC was not engaged during the last two fiscal years to provide non-audit services to the Fund (other than those referenced above) or to the Fund’s investment advisor, Sims Capital Management LLC, or any of its affiliates that provide services to the Fund (“Other Non-Audit Services”). Under the Audit Committee charter, the Audit Committee must approve in advance all non-audit services of the Fund and all Other Non-Audit Services. The Audit Committee has not adopted “pre-approval policies and procedures” as such term is used in 17 CFR 210.2-01(c)(7)(i)(B) and (ii).

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

The Fund’s Board of Directors has separately-designed standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the committee are Neal F. Zalenko, Carl A. Holth, Donald G. Tyler, and Phillip J. Hanrahan.

ITEM 6. SCHEDULE OF INVESTMENTS

The Fund’s schedule of investments is included as part of the report to shareholders filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Sims Capital Management LLC, a Wisconsin limited liability company (the “Advisor”), is the investment advisor for the Fund. The Fund and the Advisor are parties to an Investment Advisory Agreement dated as of February 16, 2007 (the “Advisory Agreement”). The Fund is one of the Advisor’s two institutional advisory clients.

The Advisor’s authority to vote the proxies of the Fund is established through the Investment Advisory Agreement. It has adopted the following policies and procedures:

The Company will vote proxies for its clients and, therefore, will adhere to the following requirements:

A.General Statement of Policy. Consistent with its duty of care the Company monitors proxy proposals just as it monitors other corporate events affecting the companies in which its clients invest.   The Company votes securities subject to its control consistent with its analysis and judgment of each issue, regardless of whether such voting position is consistent with the approach proposed by the issuer’s board of directors or management.

B.There may be instances where the interests of the Company may conflict or appear to conflict with the interests of its clients.  For example, the Company may manage a pension plan of a company whose management is soliciting proxies and there may be a concern that the Company would vote in favor of management because of its relationship with the Company.  In such situations, the Company will, consistent with its duty of care and duty of loyalty, vote the securities in accordance with its pre-determined voting policy, but only after the disclosing the conflict to clients and affording the clients the opportunity to direct the Company in the voting of such securities.

C. Record Keeping. The Company will maintain the following records with respect to proxy voting:

(1) A copy of this proxy voting policy;

(2) A copy of all proxy statements received (the Company may rely on the EDGAR system to satisfy this requirement);

(3) A record of each vote cast on behalf of a client (the Company may rely on a third party to satisfy this requirement);

(4) A copy of any document prepared by the Company that was material to making a voting decision or that memorializes the basis for that decision;

(5) A copy of each written client request for information on how the Company voted proxies on the client’s behalf, and a copy of any written response to any (written or oral) client request for information on how the Company voted proxies on behalf of the requesting client.

D. Disclosure. The Company will furnish a copy of this policy to all of its clients. The Company will disclose to clients how proxies were voted upon request.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Luke E. Sims

President and Chief Executive Officer (since 2007) and Director of the Fund (since 2002). Luke Sims has been a partner in the law firm of Foley & Lardner since 1984 until February 2010. Luke Sims is a 50% equity owner in the Advisor.

David C. Sims

Chief Financial Officer and Chief Compliance Officer of the Fund (since 2007); Secretary of the Fund (since 2009). President and operating manager and 50% equity owner in the Advisor.

The Advisor is also the investment advisor of Peregrine Investment Fund LLC (“Peregrine”), a private investment fund, with approximately $2.7 million in assets under management as of December 31, 2013. Peregrine has similar investment objectives to the Fund. The Advisor receives an investment advisory fee from Peregrine of one and one-half percent of its assets under management. To the extent investment opportunities arise in which both the Fund and Peregrine will invest and in which the amount to be purchased is limited, the investment will be made pro rata based on the respective asset size of the Fund and Peregrine.

With respect to the Fund, Luke Sims is the principal decision maker with respect to the Fund’s portfolio, and David Sims participates in the decision-making process. With respect to Peregrine, David Sims is the principal decision maker with respect to Peregrine’s portfolio and private accounts, and Luke Sims participates in the decision-making process.

Luke Sims receives no compensation as an officer of the Fund and receives a fixed salary from the Advisor (not tied to the Fund’s or Peregrine’s performance or private account performance) out of the respective investment advisory fees paid by the Fund, private accounts and Peregrine. David Sims receives no compensation as an officer of the Fund and a fixed salary from the Advisor (not tied to the Fund’s or Peregrine’s performance or private account performance) out of the respective investment advisory fees paid by the Fund, private accounts and Peregrine. Luke Sims owns 50% of the equity of Sims Capital Management and David Sims owns the remaining 50% of the equity of Sims Capital Management.

Dollar range of equity securities of the Fund. beneficially owned as of December 31, 2013, by Luke Sims is in excess of $1 million and by David Sims is between $100,000-$500,000.

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

During the period covered by this report, no purchases were made by or on behalf of the registrant or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (the “Exchange Act”) of shares of registrant’s equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.

ITEM 10. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

No changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors have been implemented after registrant last provided disclosure in response to Item 407(c)(2) in registrant’s 2012 proxy statement.

ITEM 11. CONTROLS AND PROCEDURES.

(i) As of February 17, 2014, 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 under the supervision and with the participation of the registrant’s President and Chief Executive Officer (the principal executive officer) and the Chief Financial Officer (the principal financial officer). Based on that evaluation, the registrant’s President and Chief Executive Officer and Chief Financial Officer concluded that the registrant’s controls and procedures are effectively designed to ensure that information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time periods required 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.

(ii) There has been no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS

(A)(1).	Attached hereto as Exhibit 99a1.
(A)(2).	Separate certification of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Act.--- attached hereto as Exhibit 99a2.
(B)	Certification pursuant to Rule 30a-2(b) and 18 U.S.C. Section 1350, --- attached as Exhibit 99b.

EX-99.CODE ETH

EXHIBIT 99(a)(1)

AMENDED AND RESTATED

CODE OF ETHICS

OF

EAGLE CAPITAL GROWTH FUND, INC.

Under Rule 17j-1 of the Investment Company Act of 1940

Eagle Capital Growth Fund, Inc. (the “Fund”) has adopted, by a vote of its board of directors, including a majority who are not interested persons (the “Board”), this Amended and Restated Code of Ethics (“Code of Ethics”) pursuant to Rule 17j‑1 under the Investment Company Act of 1940 (the “Investment Company Act”).

Sims Capital Management LLC (the “Advisor”) is the investment adviser for the Fund.  The Advisor is a registered investment adviser subject to the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and, as such, maintains its own policies and procedures, including among other things, its own code of ethics pursuant to the Investment Advisers Act.

I. Applicability

This Code of Ethics applies to (a) all Access Persons as defined in Rule 17j-1; and (b) any natural person who is in a control relationship to the Fund or the Advisor who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities (as hereinafter defined) by the Fund.

Under Rule 17j-1 of the Investment Company Act,” “Access Person” includes, among others, any Advisory Person of the Fund or of the Advisor and any director, officer or general partner of a principal underwriter (“Underwriter”), who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the Underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

“Advisory Person” means any director, officer or employee of the Fund or the Advisor (or of any company in a control relationship to the Fund or the Advisor) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales of Covered Securities.

Since the Advisor’s primary business is advising the Fund, all of the Advisor’s directors and officers are presumed to be Access Persons.  In addition, all of the Fund’s directors and officers are presumed to be Access Persons of the Fund.

The Advisor is required to adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by Rule 17j-1(b) of the Investment Company Act.  Such code must also be approved by the Board, including any material changes, thereto, in accordance with the requirements of Rule 17j-1(c)(1).

The personal investment policies, procedures and restrictions that specifically apply to Access Persons apply to all accounts and securities in which the Access Person has direct or indirect beneficial ownership. An explanation of what constitutes beneficial ownership is attached as Exhibit A.

“Securities” are defined as set forth in Section 2(a)(36) of the Investment Company Act.   “Covered Securities” are all Securities other than (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act.

II. Statement of Principles

Access Persons must:

§ Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

§ Take all reasonable measures to protect the confidentiality of non-public information about the Fund, and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or a legal or regulatory process;

§ Comply with applicable government laws, rules and regulations; and

§ Promptly report any violation of the Code of Ethics to the President of the Fund, and provide a copy of the report to the Chief Compliance Officer of the Fund.

Access Persons owe a fiduciary duty to the Fund and to the Fund’s shareholders and to the Advisor when conducting their personal investment transactions.  At all times and in all matters such persons shall place the interests of the Fund before their personal interests.  All Access Persons of the Advisor shall place the interests of the Advisor and its clients before their personal interests.  The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions.

No Access Person, affiliated person of the Fund, Advisor or Underwriter shall, in connection with the purchase or sale, directly or indirectly, by such person of any Covered Security (or any option to purchase or sell, or any security convertible into or exchangeable for a Covered Security) which, within the most recent 15 days, is or has been held by the Fund, or is being or has been considered by the Fund or the Advisor for purchase by the Fund:

1.Employ any device, scheme or artifice to defraud the Fund;

2.Make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

2

3.Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

4.Engage in any manipulative practice with respect to the Fund.

Further, all Access Persons are always prohibited from effecting personal securities transactions based on material, non-public information.

All personal securities transactions by Access Persons shall adhere to the requirements of this Code of Ethics and shall be conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of the person’s position of trust and responsibility.  While this Code of Ethics is designed to address both identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations.  In this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

III. Standards of Business Conduct

In furtherance of the Statement of Principles, Access Persons must adhere to the following practices:

Compliance with Laws, Rules and Regulations.  The Fund expects its Access Persons to comply with all laws, rules and regulations applicable to their operations and business.  Access Persons should seek guidance whenever they are in doubt as to the applicability of any law, rule or regulation regarding any contemplated course of action.  The Fund, as a registered investment company, is subject to regulation by the Securities and Exchange Commission (the “Commission”).  Access Persons must comply with all applicable federal securities laws, rules and regulations relating to the Fund and the Advisor.  “Federal securities laws” means the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title IV of the Gramm-Leach-Bliley Act, any rules adopted by the Commission, under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

Conflicts of Interest.  Access Persons have an obligation to act in the best interests of the Fund.  Access Persons should avoid any activity, interest or association outside the Fund that could impair their ability to perform their work objectively and effectively or that could give the appearance of interfering with their responsibilities on behalf of the Fund and its shareholders.

It is not possible to describe every situation in which a conflict of interest may arise.  The following, however, are examples of situations that may raise a conflict of interest (unless permitted by law and Fund policies):

§ Accepting special favors as a result of the position of an Access Person with the Fund from any person or organization with which the Fund or Advisor has a current or potential business relationship;

§ Directing business to or receiving business from a supplier or broker owned or managed by, or which employs, the Access Person, a relative or a friend.

3

In no event, however, shall investments in any security in accordance with this Code of Ethics be considered a conflict of interest with the Fund.

Access Persons shall promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund.

Fair Dealing.  Access Persons must keep the best interests of the Fund and its shareholders paramount and endeavor to deal fairly with suppliers, brokers, the public and one another.  No Access Person should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any unfair dealing practice.

Gifts.  Access Persons may not accept any investment opportunity, gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business with the Fund, or any affiliate thereof.  Access Persons may accept gifts from a single donor so long as the aggregate annual value does not exceed $100 and Access Persons may attend business meals, local sporting events and other entertainment events at the expense of the donor, so long as the expense is reasonable and both the Access Person and the donor are present.

Corporate Opportunities.  Access Persons shall not take for themselves personally opportunities that are discovered through the use of their positions with the Fund, except with approval from the Fund’s Board or, as applicable, the Fund’s Audit Committee.  In no event, however, shall investment in any security made in accordance with this Code of Ethics be considered a business opportunity of the Fund.

Proprietary and Confidential Information.  Proprietary and confidential information generated and gathered in the Fund’s business are vital assets.  Protecting this information is critical to the Fund’s reputation for integrity and relationship with its shareholders and ensures compliance with complex regulations governing investment companies and investment advisors.  Accordingly, Access Persons should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorized by the Fund or required by law.

“Proprietary Information” includes all non-public information that might be useful to competitors or that could be harmful to the Fund or its shareholders, if disclosed.  It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information.

“Confidential Information” is information that is not generally known to the public about the Fund, its shareholders or other parties with whom the Fund has a relationship and that have an expectation of confidentiality.

Unauthorized use or distribution of proprietary or confidential information violates Fund policy and could be illegal.  Such use or distribution could result in negative consequences for the Fund and the individuals involved, including potential legal or disciplinary actions.  The obligation of Access Persons to protect the Fund’s proprietary and confidential information continues even after they leave employment or service with the Fund.  Access Persons have an obligation to return all such information in their possession upon their departure.

4

Inside Information.  Using inside information to trade securities or to “tip” a family member, friend, or any other person, is illegal.  All non-public information about the Fund, its shareholders or any other company that may have a significant impact on the price of a security, or that a reasonable investor may consider important in making an investment decision, should be considered inside information.  Access Persons may never, under any circumstances, trade, encourage others to trade, or recommend securities based on inside information, including information about the Advisor’s securities recommendations.  In addition, the officers of the Fund should take whatever steps they deem necessary to safeguard this sensitive information and control the dissemination of this sensitive information both within and outside the Fund.

IV. Enforcement

It is the responsibility of each Access Person to act in accordance with a high standard of conduct and to comply with the policies and procedures set forth in this Code of Ethics.  The Fund takes seriously its obligation to monitor the personal investment activities of its Access Persons.  Access Persons must report all violations of this Code of Ethics by themselves or others to the President of the Fund and provide a copy of the report to the Chief Compliance Officer of the Fund.  Any violation of this Code of Ethics by Access Persons will be considered serious, and may result in disciplinary action, which may include the unwinding of trades, disgorgement of profits, monetary fine or censure, and suspension or termination of employment. Any violation of this Code of Ethics by a director of the Fund will be reported to the Board of the Fund which may impose such sanctions as it deems appropriate.

V. Blackout Period

No Access Person shall purchase or sell, directly or indirectly, any Covered Security if he/she has knowledge at the time of such transaction that the Covered Security is being purchased or sold, or is being considered for purchase or sale, by the Fund. The blackout period (“Blackout Period”) shall be in effect for fifteen (15) calendar days before and after the Fund trades in that Covered Security, and during the period while the Covered Security is being considered for purchase or sale by the Fund.

This Blackout Period requirement shall not apply to any purchase or sale, or series of related transactions by the Fund involving the same or related securities, involving one thousand (1,000) or fewer shares in the aggregate if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $2.0 billion and is listed on a U.S. stock exchange or quoted on NASDAQ.

VI. Prohibited Transactions

The transactions listed below by Access Persons are prohibited without the prior written approval from the President of the Fund or his/her designee, with a copy of the approval provided by the Access Persons to the Chief Compliance Officer of the Fund.

5

1.The purchase of a limited offering (i.e., an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 of Regulation D under the 1933 Act); or

2.The acquisition of any securities in an initial public offering (i.e., an offering of securities registered under the 1933 Act by an issuer which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

VII. Prohibited Recommendations

No Access Person shall recommend or execute any transaction in any Covered Securities by the Fund without having disclosed, in writing, to the President of the Fund, or his/her designee, with a copy provided by the Access Person to the Chief Compliance Officer, any direct or indirect interest in such securities or issuers, except for those securities purchased or sold by the Fund pursuant to the “Large Cap/De Minimis” exemption described in Section V above.  Prior written approval of such recommendation or execution also must be received from the President of the Fund, or his/her designee, with a copy provided to the Chief Compliance Officer of the Fund.  The direct or indirect interest in such securities or issuers could be in the form of:

1.Any direct or indirect beneficial ownership of any securities of such issuer

2.Any contemplated transaction by the person in such securities;

3.Any position with such issuer or its affiliates; or

4.Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.

VIII. Acknowledgment and Reporting Requirements

The Fund must (a) identify all Access Persons who are required to make the reports listed below and inform them of their reporting obligations; and (b) provide Access Persons with copies of this Code of Ethics and any amendments thereto.  All Access Persons must certify that they have received copies of this Code of Ethics, and have read and understood its provisions, including their reporting obligations. In addition, except as otherwise provided in Item 7 of this Section VII, all Access Persons must:

1.Acknowledge receipt of this Code of Ethics and any amendments thereto, in writing (see Exhibit B for the form of Acknowledgment).

2.No later than 10 days after becoming an Access Person, must provide information which must be current as of a date no more than 45 days prior to the date of becoming an Access Person, to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund, with respect to all Covered Securities, including Fund shares, directly or indirectly beneficially owned and any existing personal brokerage relationships when such person became an Access Person (Access Persons must also disclose any new brokerage relationships whenever established). Such information should be provided in the form attached as Exhibit C.  Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, is not required to make the initial holdings report required above.

6

3.No later than 30 days after the end of each calendar quarter, provide information to the President of the Fund, with a copy to the Chief Compliance Officer of the Fund relating to securities transactions executed during the previous quarter with respect to all Covered Securities, including Fund shares, directly or indirectly beneficially owned. Such information should be provided in the form attached as Exhibit D.  Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, need only make the quarterly transaction reports required above as to any Covered Security the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

4.Submit an annual holdings report containing similar information that must be current as of a date no more than 45 days before the report is submitted, and confirm at least annually all brokerage relationships and any and all outside business affiliations. Such information should be provided in the form attached as Exhibit E.  Fund directors shall deliver the information, except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to make reports solely by reason of being a Fund director, is not required to make the annual holdings report required above.

5.Certify on an annual basis that he/she has read and understood the Code of Ethics, has complied with the requirements of the Code of Ethics and that he/she has disclosed or reported all personal securities transactions, brokerage relationships and securities accounts required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

6. The reports described in Items 2, 3 and 4 above may contain a statement that the reports shall not be construed as an admission by the person making the reports that he/she has any direct or indirect beneficial ownership in the securities to which the reports relate.

7.An Access Person need not make a report with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

8.An Access Person need not make a quarterly transaction report (Section VIII, No. 3 above) with respect to transactions effected pursuant to an automatic investment plan.  An “automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes a dividend reinvestment plan.

7

9.The President of the Fund or his/her designee shall review all of the reports submitted pursuant to this Section VIII.

10.An Access Person need not make a quarterly report (Section VIII, No. 3 above) if the report would duplicate information contained in broker trade confirmation or account statements that are held in the records of the Fund so long as such confirmations or statements are received by the Fund no later than 30 days after the end of the applicable calendar quarter.

11.The exceptions to the reporting requirements as set forth in Rule 17j-1(d)(2) of the Investment Company Act are also incorporated herein.

12.Access Persons need to pre-clear all personal transactions, in public securities and private offerings, with the CCO prior to the transactions except that a Fund director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act, and who would be required to pre-clear transactions solely by reason of being a Fund director, is not required to pre-clear transactions as required above.  The CCO needs to obtain pre-clearance of all personal transactions, in public securities and private offerings, with the highest-ranking non-CCO member of the advisor prior to the transactions.

IX. Handling of Disgorged Profits

Any amounts that are paid/disgorged by an Access Person under this Code of Ethics shall be donated by the Fund to one or more charities.  Amounts donated may be aggregated and paid to such charity or charities at the end of each year.

X. Confidentiality

All information obtained from any Access Person pursuant to this Code of Ethics shall be kept in strict confidence, except that such information will be made available to the Commission or any other regulatory or self-regulatory organization or to the Fund Board to the extent required by law, regulation or this Code of Ethics.

XI. Other Laws, Rules and Statements of Policy

Nothing contained in this Code of Ethics shall be interpreted as relieving any person subject to the Code of Ethics from acting in accordance with the provision of any applicable law, rule or regulation, or, in the case of employees of the Fund, any statement of policy or procedure governing the conduct of such person adopted by the Fund, its affiliates and subsidiaries.

XII. Retention of Records

All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this Code of Ethics and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 17j-1 under the Investment Company Act. The President of the Fund shall designate the person or the department responsible for maintaining records created under this Code of Ethics. Without limiting the generality of the foregoing, the Fund shall, at its principal place of business, maintain records in the manner and to the extent set forth below, and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special, or other examination:

8

1.A copy of each code of ethics for the Fund that is in effect, or at any time within the past five years was in effect shall be maintained;

2.A record of any violation of each code of ethics, and of any action taken as a result of the violation, shall be maintained for at least five years after the end of the fiscal year in which the violation occurs;

3.A copy of each report made by an Access Person as required by Rule 17j-1 of the Investment Company Act, including any information provided in lieu of reports, shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided;

4.A record of all persons, currently or within the past five years, who are or were required to make reports pursuant to Rule 17j-1 of the Investment Company Act, or who are or were responsible for reviewing these reports, shall be maintained;

5.A copy of each report to the Board of the Fund made pursuant to Section XV shall be maintained for at least five years after the end of the fiscal year in which it is made; and

6.The Fund shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of any securities described in Section VI.

XIII. Monitoring

The Fund takes seriously its obligation to monitor the personal investment activities of Access Persons and to review the periodic reports of all Access Persons.  Personal investment transaction activity will be monitored by the President of the Fund or his/her designee.  All noted deviations by Access Persons who are employees from the requirements of this Code of Ethics will be referred back to the Access Person and his or her supervisor for follow-up and resolution. Any noted deviations by Fund or Advisor directors will be reported to the Fund’s Board for consideration and follow-up as contemplated by Section IV hereof.

XIV. Exceptions to the Code of Ethics

Any exceptions to this Code of Ethics must have the prior written approval of the President of the Fund or his/her designee, which approval shall not be given unless such exception would be in compliance with applicable laws and regulations, including, without limitation, Rule 17j-1 under the Investment Company Act.  Copies of such written approvals shall be provided to the Chief Compliance Officer of the Fund.  Any questions about this Code of Ethics should be directed to the President of the Fund or his/her designee.

9

XV. Board Review

The President of the Fund or his/her designee shall provide or cause to be provided to the Board, on an annual basis, a written report that: (i) describes any issues arising under the respective code of ethics of the Fund of the Advisor since the last report to the Board, including, but not limited to, information about material violations of the respective code of ethics of the Fund of the Advisor and sanctions imposed in response to the material violations, and (ii) certifies that the Fund and Advisor have adopted procedures reasonably necessary to prevent Access Persons from violating the respective code of ethics of the Fund and the Advisor.

XVI. Amendments

With respect to non-material amendments, this Code of Ethics may be amended from time to time by the President of the Fund.  Any material amendment of this Code of Ethics shall be submitted to the Board of the Fund for approval in accordance with Rule 17j-1 under the Investment Company Act.  Such material amendment shall become effective upon such date of approval or at such earlier date as determined by the Secretary of the Fund.  As provided above, the Board shall also approve all material amendments to the code of ethics of the Advisor in accordance with Rule 17j-1 under the Investment Company Act.

Approved and Adopted Effective as of December 31, 2012.

10

EXHIBIT A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are some examples of an indirect Pecuniary Interest in Securities:

1.Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.

“Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2.Your interest as a general partner in Securities held by a general or limited partnership.

3.Your interest as a manager-member in the Securities held by a limited liability company.

4.        Your right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

You may, under certain circumstances, be deemed to have Beneficial Ownership of Securities held by a trust, if, for example, you are a trustee of a trust and either you or a member of your immediate family have a vested interest in the principal or income of the trust; you are the owner of a vested interest in a trust, or you are a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The foregoing is only a summary of the meaning of “Beneficial Ownership.”  It is not the complete recitation of the meaning of Beneficial Ownership. For purposes of the attached Code of Ethics, “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. If you have any questions regarding what constitutes “Beneficial Ownership,” you should contact the President of the Fund or his/her designee.

A-1

EXHIBIT B

AMENDED AND RESTATED

CODE OF ETHICS FOR

EAGLE CAPITAL GROWTH FUND, INC.

ACKNOWLEDGMENT (GRF---CCO---05)

I acknowledge that I have received and read the Amended and Restated Code of Ethics (“Code of Ethics”) of Eagle Capital Growth Fund, Inc.  I understand the provisions of the Code of Ethics, including my reporting obligations, and agree to abide by them.

I acknowledge that I have received and read the Code of Ethics for Financial Professionals of Eagle Capital Growth Fund, Inc.  I understand the provisions of the Code of Ethics for Financial Professionals and, at any time applicable to me, I agree to abide by them.

Name (Print):
Signature:
Date:	________________________, 20___

B-1

EXHIBIT C

EAGLE CAPITAL GROWTH FUND, INC.

INITIAL FINANCIAL SERVICES FIRM DISCLOSURE

AND REPORT OF SECURITIES HOLDINGS (GRF---CCO---02)

This report must be signed, dated and returned within 10 days of becoming an Access Person to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin 53202.

Access Person Name (Print): ____________________________              Date Became an Access Person: ______________, 20__

Brokerage Accounts:

£ I do not have a direct or indirect beneficial interest in any account(s) with any financial services firm.

£ I maintain account(s) with the financial services firm(s) listed below. Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of the date you became an Access Person.

Name of Financial Services Firm(s)

C-1

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s)) listing all of your securities holdings, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, if:

You own securities which are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased since the date of the brokerage statement which is attached. Use additional sheets if necessary.

Your securities are not held with a financial service(s) firm (e.g., dividend reinvestment programs and private placements).

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Date

Price

Proceeds

Proceeds

£ I have no securities holdings to report.

C-2

I certify that I have received the Eagle Capital Growth Fund, Inc. Amended and Restated Code of Ethics and have read it and understood its contents.  I further certify that the above represents a complete and accurate description of my brokerage account(s) and securities holdings as of a date no more than 45 days prior to the date I became an Access Person.

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:
Date:	________________________, 20___

C-3

EXHIBIT D

EAGLE CAPITAL GROWTH FUND, INC.

QUARTERLY REPORT OF SECURITIES TRANSACTIONS

AND FINANCIAL SERVICES FIRM DISCLOSURE (GRF---CCO--- 03)

FOR THE QUARTER ENDED ________________, 20___

This report must be signed, dated and returned within 30 days of the calendar quarter to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin.

Access Person Name (Print): ____________________________

Securities Transactions During the Calendar Quarter:

The following is a record of my transactions in any security, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, during the above-referenced quarter.

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Date

Price

Proceeds

Proceeds

D-1

£ I have no securities transactions to report.

Brokerage Accounts Established During the Calendar Quarter:

£ I did not establish any account(s) with any financial services firm during the calendar quarter in which any securities were held in which I had a direct or indirect beneficial interest.

£ I established account(s) during the calendar quarter with the financial services firm(s) listed below. Please include the information required below for any broker, dealer or bank where an account was established during the calendar quarter which held securities for your direct or indirect benefit during the calendar quarter.

Name of Financial Services Firm(s) Date Account Established

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:
Date:	________________________, 20___

D-2

EXHIBIT E

EAGLE CAPITAL GROWTH FUND, INC.

ANNUAL REPORT OF SECURITIES HOLDINGS

AND FINANCIAL SERVICES FIRM DISCLOSURE (GRF---CCO--- 04)

FOR THE YEAR ENDED DECEMBER 31, 20___

This report must be signed, dated and returned within 45 days after the end of the referenced year to David C. Sims, Chief Compliance Officer, Eagle Capital Growth Fund, Inc., 225 East Mason Street, Suite 802, Milwaukee, Wisconsin 53202.

Access Person Name (Print): ____________________________

Brokerage Accounts:

£ I did not have a direct or indirect beneficial interest in any account(s) with any financial services firm as of the end of the referenced year.

£ I maintained account(s) with the financial services firm(s) listed below as of the end of the referenced year. Please include the information required below for any broker, dealer or bank where an account was maintained which held securities for your direct or indirect benefit as of such date.

Name of Financial Services Firm(s)

E-1

Securities Holdings:

Complete the following (or attach a copy of your most recent statement(s)) listing all of your securities holdings as of the end of the referenced year, including Fund shares, with the exception of (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act, if:

You own securities which are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased prior to the end of the referenced year since the date of the brokerage statement which is attached. Use additional sheets if necessary.

Your securities are not held with a financial service(s) firm (e.g., dividend reinvestment programs and private placements).

Company

Symbol

Purchase/

Trade

Settle

CUSIP

Quantity

Unit

Principal

Commissions

Fees

Net

Broker

Sale

Date

Date

Price

Proceeds

Proceeds

£ I have no securities holdings to report.

I certify that I have received the Eagle Capital Growth Fund, Inc. Amended and Restated Code of Ethics (“Code of Ethics”) and have read it and understood its contents, have complied with the requirements of the Code of Ethics, and have disclosed or reported all personal securities transactions and securities accounts required to be disclosed or reported pursuant to the requirements of the Code of Ethics.  I further certify that the above represents a complete and accurate description of my brokerage account(s) and securities holdings as of the end of the referenced year (excluding (a) direct obligations of the Government of the United States; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares issued by open-end investment companies registered under the Investment Company Act).

E-2

Nothing in this report shall be construed as an admission that I have direct or indirect beneficial ownership in any reported security.

Signature:
Date:	________________________, 20___

E-3

Eagle Capital Growth Fund, Inc.

Code of Ethics for Financial Professionals

Background

This Code of Ethics for Financial Professionals applies to the principal executive officer of Eagle Capital Growth Fund, Inc. (the “Fund”), all professionals serving as principal financial officer, principal accounting officer or controller, or persons serving similar functions, regardless of whether these individuals are employed by the Fund or a third party (collectively, the “Financial Professionals”), and the members of the Fund’s Board of Directors (the “Board”) as provided.

The purpose of this Code of Ethics is to set forth basic principles to guide you in your day to day activities as an executive officer and financial professional of the Fund and in your activities as members of the Board.  This Code of Ethics supplements and should be read together with the Fund’s Policies and Procedures, including the Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940.

This Code of Ethics cannot cover every legal or ethical issue that you may confront.  It is your responsibility to know and understand the laws applicable to your job responsibilities and to comply with both the letter and the spirit of these laws.  This requires that you avoid not only actual misconduct, but also even the appearance of impropriety.

Statement of Fundamental Principles

As a Financial Professional or member of the Board of the Fund, you must:

(a)Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(b)Take all reasonable measures to protect the confidentiality of non-public information about the Fund and to prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process;

(c)Comply with applicable governmental laws, rules and regulations; and

(d)Promptly report any possible violation of the Code of Ethics or Code of Ethics for Financial Professionals to the Compliance Officer (as defined below).

As a Financial Professional of the Fund, you must also produce full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with or submits to the Securities and Exchange Commission and in other public communications made by the Fund.  Members of the Board who are not Financial Professionals shall continue to be responsible for the Fund’s financial information as required by applicable law.

Practices

In furtherance of the Fund’s fundamental principles, the Fund’s Financial Professionals and/or members of the Board, as provided, must adhere to the following practices:

FINANCIAL PROFESSIONALS AND MEMBERS OF THE BOARD MUST ACT IN THE BEST INTERESTS OF THE FUND AND ITS SHAREHOLDERS AND THE PUBLIC

Fair Dealing

Financial Professionals and members of the Board must keep the best interests of the Fund and its shareholders paramount and endeavor to deal fairly with suppliers, brokers, the public and one another.  No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentations of facts or any unfair dealing practice.

Gifts

Financial Professionals and members of the Board may not accept any investment opportunity, gift, gratuity, or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with the Fund or any affiliate thereof.  Financial Professionals and members of the Board may accept gifts from a single giver so long as the aggregate annual value does not exceed $100, and you may attend business meals, local sporting events and other entertainment events at the expense of the giver, so long as the expense is reasonable and both you and the giver are present.

Conflicts of Interest

Financial Professionals and members of the Board have an obligation to act in the best interest of the Fund.  You should avoid any activity, interest, or association outside the fund that could impair their ability to perform your work objectively and effectively or that could give the appearance of interfering with your responsibilities on behalf of the Fund and its shareholders.

It is not possible to describe every situation in which a conflict of interest may arise.  The following, however, are examples of situations that may raise a conflict of interest (unless permitted by law and Fund policies):

§ Accepting special favors as a result of your position with the Fund from any person or organization with which the Fund has a current or potential business relationship.

§ Directing business to a supplier or broker owned or managed by, or which employs, a relative or friend.

You should promptly report any potential relationships, actions or transactions (including those involving family members) that reasonably could be expected to give rise to a conflict of interest to the person identified as the Compliance Officer (as defined below).

PROPRIETARY AND CONFIDENTIAL INFORMATION

Proprietary and confidential information generated and gathered in the Fund’s business is a vital Fund asset.  Protecting this information is critical to the Fund’s reputation for integrity and relationship with its shareholders, and ensures compliance with complex regulations governing investment companies.  Accordingly, you should maintain all proprietary and confidential information in strict confidence, except when disclosure is authorized by the Fund or required by law.

“Proprietary information” includes all non-public information that might be useful to competitors or that could be harmful to the Fund or its shareholders if disclosed.  It includes, for example, intellectual property, business plans, personal employee information and unpublished financial information.  You should also respect the property rights of other companies.

“Confidential information” is information that is not generally known to the public about the Fund, its shareholders, or other parties with whom the Fund has a relationship and that have an expectation of confidentiality.

Unauthorized use or distribution of proprietary or confidential information violates the Fund policy and could be illegal.  Such use or distribution could result in negative consequences for the Fund and the individuals involved, including potential legal or disciplinary actions.  Your obligation to protect the Fund’s proprietary and confidential information continues even after you leave employment with the Fund, and you have an obligation to return all such information in your possession upon departure.

PREVENT MISUSE OF INSIDE INFORMATION

Using inside information to trade securities or to “tip” a family member, friend, or any other person, is illegal.  All non-public information about the Fund or its shareholders or any other company that may have a significant impact on the price of a security, or that a reasonable investor would likely to consider important in making an investment decision, should be considered inside information.  You may never, under any circumstances, encourage others to trade, or recommend securities, based on inside information.

PROVIDE FAIR AND TRUTHFUL DISCLOSURES TO THE PUBLIC

The Fund has a responsibility under the law to communicate effectively so that the public is provided with full and accurate information in all material respects.  To the extent that you are involved in the preparation of materials for dissemination to the public, you should be careful to ensure that the information in these materials is truthful, accurate, and complete.  In particular, the Fund’s Financial Professionals shall endeavor to promote full, fair, accurate, timely and understandable disclosure in the Fund’s public communications, including documents that the Fund files with or submits to the United States Securities and Exchange Commission and any exchange upon which the Fund’s securities are listed.

MAINTAIN ACCURATE BOOKS AND RECORDS

The Fund must maintain accurate and complete books and records.  Every business transaction undertaken by the Fund must be recorded correctly and in a timely manner in the Fund’s books and records.  The Fund therefore expects each Financial Professional to be candid and accurate when providing information for these documents.  Financial Professionals are specifically prohibited from making false or misleading entries in the Fund’s books and records.  In particular, Financial Professionals must endeavor to ensure that financial information included in the Fund’s books and records is correct and complete in all material respects and complies with applicable accounting principles.  Board members who are not Financial Professionals shall continue to be responsible for the Fund’s financial information as required by applicable law.

INTERACTION WITH PUBLIC ACCOUNTANTS

You are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Fund’s independent public auditors for the purpose of rendering the financial statements of the Fund misleading.

ACCOUNTABILITY

You understand that you will be held accountable for your adherence to this Code of Ethics for Financial Professionals.  Your failure to observe the terms of this Code of Ethics may result in disciplinary action, including termination of employment.  Violations of this Code of Ethics for Financial Professionals may also constitute violations of law and may result in civil and criminal penalties for you, your supervisors and/or the Fund.  You must acknowledge your receipt of this Code of Ethics for Financial Professionals by signing the attached acknowledgment and giving it to the Compliance Officer.

COMPLIANCE OFFICER

This Code of Ethics for Financial Professionals cannot anticipate every situation in which personal interests may be in conflict with interests of the Fund or its shareholders.  When any doubt exists regarding any Code of Ethics for Financial Professionals provision or whether a conflict of interest may exist or you have any questions regarding the best course of action in a particular situation, you should promptly contact the Compliance Officer designated by the Board.  The identity of the Compliance Officer, including name, voice telephone number, business address, e-mail address and facsimile telephone number will be provided to all persons to who this Code of Ethics applies.  You may choose to remain anonymous in reporting any possible violation of this Code of Ethics.  It is intended that any such reporting will be protected under any applicable “whistleblower” laws.

PROCESS FOR REPORTING AND DEALING WITH VIOLATIONS, WAIVERS AND AMENDMENTS

VIOLATIONS

Any and all suspected violations of this Code of Ethics must be immediately reported to the Compliance Officer designated by the Board of Directors.  If the reporting person deems it appropriate, suspected violations may instead be reported directly to the Disinterested Panel.  The Compliance Officer will have the responsibility of notifying the Disinterested Panel, as defined below, to review the alleged violation, to determine whether an actual violation of the Code has occurred and to recommend what remedial action should be taken, if any.  The Disinterested Panel’s recommendation will be presented at the next meeting of the Fund’s Board of Directors for approval or disapproval by a majority vote.  While serious consideration and deference to the recommendations of the Disinterested Panel shall be given, the Board as a whole retains the final decision on any issue pertaining to a violation of this Code of Ethics for Financial Professionals.  Violation of this Code of Ethics for Financial Professionals may subject Financial Professionals to reprimand, loss of Fund employment, or any other sanction which may lawfully be imposed by the Board.

WAIVER AND AMENDMENTS

No waiver1 or amendment to this Code of Ethics for Financial Professionals may be granted unless in writing and approved by the Board of Directors of the Fund.  Such approval may only be obtained through the following process:

1 “Waiver” means the approval by the Fund of a material departure from a provision of the Code of Ethics.

1. Any proposed potential waiver or amendment to this Code of Ethics for Financial Professionals must first be brought by the Compliance Officer before a panel of the Fund’s Board members consisting of at least three (3) persons who are not “Interested Persons” defined under section 2(a)(19) of the Investment Company Act of 1940 (the “Disinterested Panel”).  No Interested Persons may be part of the Disinterested Panel.

2. The Disinterested Panel shall review the proposal and either recommend approval or disapproval by a majority vote.

3. The Disinterested Panel’s recommendation will be presented at a meeting of the Fund’s Board, at which time the Board will evaluate and vote on the proposal.  While the Fund’s Board as a whole retains the final decision as to approval or disapproval of any waiver or amendment to this Code of Ethics, it is expected that it will give serious consideration and deference to the recommendations of the Disinterested Panel.

All actions to be taken with respect to any waiver or amendment must be taken by the Disinterested Panel and the Board within a reasonable time.  Any action required under this Code of Ethics for Financial Professionals to be taken at a meeting of the Board may instead be taken by unanimous written consent pursuant to the Fund’s bylaws.

Any waiver or amendment to this Code of Ethics for Financial Professionals must be disclosed by the Fund within five (5) business days after the action is approved by the Board.  The Fund may either disclose the waiver or amendment on Form N-SAR or Form N-CSR, as applicable, or in the alternative, the Fund may use its Internet website as a method of disseminating the disclosure, but only if it previously has disclosed in its most recently filed Form N-SAR or Form N-CSR, as applicable, its intention to disclose these types of events on its Internet website and its Internet address is provided.  This type of information must be available on the Fund’s website for a 12-month period, and the Fund must retain the information for a period of not less than six years following the end of the fiscal year in which the amendment or waiver occurred.

The Fund intends to take action within a reasonable time regarding a material departure from the provisions of this Code of Ethics for Financial Professionals that has been made known to an executive officer.  Notwithstanding such intention, however, any implicit waiver2 by the Fund’s Board is also required to be disclosed.

December 31, 2012.

2 “Implicit waiver” means the Fund’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code of Ethics for Financial Professionals that has been made known to an executive officer.

Your Personal Commitment to the Fund’s Code of Ethics for Financial Professionals

(GRF---CCO---09)

I acknowledge that I have received and read the Fund’s Code of Ethics for Financial Professionals, dated December 31, 2012, and understand my obligations as a Financial Professional to comply with the Code of Ethics.

I understand that my agreement to comply with the Code of Ethics for Financial Professionals does not constitute a contract of employment and violations may result in disciplinary action, including terminations of employment.

Please sign here:	Date:
Please print your name:

EX-99.CERT

EXHIBIT 99(a)(2)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATIONS

I, Luke E. Sims, certify that:

1. I have reviewed this report on Form N-CSR of Eagle Capital Growth Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2014

/s/ Luke E. Sims

Luke E. Sims

President and Chief Executive Officer (principal executive officer)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATIONS

I, David C. Sims, certify that:

1. I have reviewed this report on Form N-CSR of Eagle Capital Growth Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2014

/s/ David C. Sims

David C. Sims

Chief Financial Officer (principal financial officer)

EX-99.906 CERT

EXHIBIT 99(b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION

1350, AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Form N-CSR of Eagle Capital Growth Fund, Inc. (the “Registrant”) for the period ended December 31, 2013 (the “Report”), each of the undersigned hereby certifies, pursuant to Rule 30a-2(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our respective knowledge and belief, that:

(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

EAGLE CAPITAL GROWTH FUND, INC.

By: /s/ Luke E. Sims

Luke E. Sims

President and Chief Executive Officer (principal executive officer)

Dated: March 24, 2014

By: /s/ David C. Sims

David C. Sims

Chief Financial Officer (principal financial officer)

Dated: March 24, 2014

EX-99.77B ACCT LTTR

Exhibit 99 77b

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareowners

Eagle Capital Growth Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments of Eagle Capital Growth Fund, Inc., as of December 31, 2013 and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2013 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eagle Capital Growth Fund, Inc. as of December 31, 2013, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Plante & Moran, PLLC

Auburn Hills, Michigan

February 19, 2014