EAGLE CAPITAL GROWTH FUND, INC.

Exhibit 77Q1(a) Amendments to Bylaws

Sections 4.02 and 4.07 of the Fund's Bylaws are amended to read as follows:

         4.02 Annual Meeting. The annual shareholders meeting shall be held on
the third Thursday of April of each year or at a time designated by the Board of
Directors. If that day is a legal holiday, then the next meeting shall be held
the next day at a time designated by the Board of Directors. Directors shall be
elected at each annual meeting and such other business transacted as may come
before the meeting.

         4.07 Quorum. Unless a greater or lesser quorum is required in the
Articles of Incorporation or by the laws of the State of Maryland, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of one third (1/3) of the outstanding shares
of the Corporation entitled to vote at the meeting shall constitute a quorum at
the meeting. Whether or not a quorum is present, a meeting of shareholders may
be adjourned by a vote of the shares present in person or by proxy. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, this By-law applies in determining the presence of a quorum of
such class or series for transaction of such item of business.