N-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form N-Q

Quarterly Schedule of Portfolio Holdings of Registered

Management Investment Company

Investment Company Act file number: 811-05807

Eagle Capital Growth Fund, Inc.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (zip code)

Luke E. Sims, President

Eagle Capital Growth Fund, Inc.

225 East Mason Street

Suite 802

Milwaukee, WI 53202-3657

(414) 765-1107

(Name and address of agent for service)

Registrant's telephone number, including area code:

(414) 765-1107

Date of fiscal year end: December 31, 2017

Date of reporting period: September 30, 2017

ITEM 1. SCHEDULE OF INVESTMENTS

Eagle Capital Growth Fund, Inc.

Portfolio of Investments (as of September 30, 2017) (unaudited)

Common Stock (91.5% of total investments)					LEVEL ONE
Industry	Shares		Cost		Market Value			% Total Inv.
Consumer
Colgate-Palmolive Co.		69,300	$	4,347,559	$	5,048,505
PepsiCo, Inc.		10,000		168,296		1,114,300
					$	6,162,805			18.8	%
Data Processing
Automatic Data Processing, Inc.		15,500		827,769		1,694,460
Paychex, Inc.		26,500		1,005,569		1,588,940
					$	3,283,400			10.0	%
Data Processing
Abbott Laboratories Inc.		7,500		175,588		400,200
Johnson & Johnson		4,000		45,500		520,040
Stryker Corp.		11,000		47,141		1,562,220
					$	2,482,460			7.5	%
Food
Kraft Heinz Company		18,000		1,491,455		1,395,900
					$	1,395,900			4.2	%
Industrial
Illinois Tool Works Inc.		9,000		379,352		1,331,640
Waters Corp.*		6,000		302,341		1,077,120
					$	2,408,760			7.2	%
Insurance
Berkshire Hathaway Inc. B*		8,000		590,996		1,466,560
Markel Corp.*		1,300		831,360		1,388,374
White Mountains Insurance Group, Ltd.		1,898		1,573,361		1,626,586
					$	4,481,520			13.6	%
Mutual Fund Managers
Diamond Hill Investment Group		8,000		1,541,203		1,698,800
Franklin Resources, Inc.		36,000		1,203,445		1,602,360
T. Rowe Price Group Inc.		25,000		1,744,470		2,266,250
					$	5,567,410			16.9	%
Restaurant
Starbucks Corp.		15,000		821,571		805,650
					$	805,650			2.7	%
Retail
AutoZone Inc.*		1,500		797,565		892,665
eBay Inc.*		45,000		1,131,960		1,730,700
O'Reilly Automotive Inc.*		4,000		814,758		861,480
					$	3,484,845			10.6	%
Total common stock investments					$	30,072,750
Money Market Funds (8.5% of total investments)					LEVEL ONE
Morgan Stanley Inst. Liquidity Fund, Treasury, 0.90%						2,794,116			8.5	%
Total investments					$	32,866,866
Accrued Investment Advisory Fees						(18,431	)
All other assets less liabilities						34,290
Total net assets					$	32,882,725

*Non-dividend paying security

Footnote:

The following information is based upon federal income tax cost of portfolio investments, excluding money market investments, as of September 30, 2017:

Gross unrealized appreciation	$	10,443,285
Gross unrealized depreciation		211,793
Net unrealized appreciation	$	10,231,492
Federal income tax basis	$	19,841,258

ITEM 2. Controls and Procedures

(a) As of October 10, 2017, an evaluation of the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) was performed by management with the participation of the registrant's President and Chief Executive Officer (who is the principal executive officer of the registrant) and the registrant’s Chief Financial Officer (who is the principal financial officer of the registrant).  Based on that evaluation, the registrant's President and Chief Executive Officer and Chief Financial Officer concluded that the registrant's disclosure controls and procedures are effectively designed to ensure that information required to be disclosed by the registrant is recorded, processed, summarized and reported within the time periods specified by the Commission's rules and forms, and that information required to be disclosed by the registrant has been accumulated and communicated to the registrant's management, including its principal executive officer and principal financial officer, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

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

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

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

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

EX-99.CERT

Exhibit 99.1

CERTIFICATIONS

I, Luke E. Sims, certify that:

1.  I have reviewed this report on Form N-Q 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 statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.  The registrant's other certifying officer(s) 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 know 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 registrant's most recent fiscal quarter 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(s) 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: October 10, 2017	/s/ Luke E. Sims
	Luke E. Sims
	President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 99.2

I, David C. Sims, certify that:

1.  I have reviewed this report on Form N-Q 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 statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.  The registrant's other certifying officer(s) 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 know 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 registrant's most recent fiscal quarter 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(s) 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: October 10, 2017	/s/   David C. Sims
	David C. Sims
	Chief Financial Officer
	(Principal Financial Officer)