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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 13D




Under the Securities Exchange Act of 1934



Eagle Cap Growth Fund.

 (Name of Issuer)


COMMON SHARES

 (Title of Class of Securities)


269451100

 (CUSIP Number)


Frederick DiSanto

C/O Ancora Advisors, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, OH 44124

(216) 825-4000

 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)


November 24, 2014

 (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |__|.


Check the following box if a fee is being paid with the statement  |___|.



SCHEDULE 13D

CUSIP NO. 269451100


1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Ancora Advisors, LLC  

33-1033773

________________________________________________________________________________________________


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) |_| (b) |_|

________________________________________________________________________________________________

3

SEC USE ONLY

________________________________________________________________________________________________


4

SOURCE OF FUNDS

00

________________________________________________________________________________________________

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

|_|

________________________________________________________________________________________________

6

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Nevada, United States of America

________________________________________________________________________________________________

NUMBER OF     

7

SOLE VOTING POWER

SHARES

3,000

BENEFICIALLY

___________________________________________________________________

OWNED BY    

8

SHARED VOTING POWER

EACH  

0

REPORTING

___________________________________________________________________

PERSON

9

SOLE DISPOSITIVE POWER

WITH

3,000

___________________________________________________________________

10

SHARED DISPOSITIVE POWER

0

________________________________________________________________________________________________

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000

________________________________________________________________________________________________

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|          

________________________________________________________________________________________________

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.10%

________________________________________________________________________________________________

14

TYPE OF REPORTING PERSON

IA

________________________________________________________________________________________________



SCHEDULE 13D

CUSIP NO. 269451100


1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Merlin Partners, LP

20-1359695

________________________________________________________________________________________________


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) |_| (b) |_|

________________________________________________________________________________________________

3

SEC USE ONLY

________________________________________________________________________________________________


4

SOURCE OF FUNDS

00

________________________________________________________________________________________________

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

|_|

________________________________________________________________________________________________

6

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Nevada, United States of America

________________________________________________________________________________________________

NUMBER OF     

7

SOLE VOTING POWER

SHARES

67,715

BENEFICIALLY

___________________________________________________________________

OWNED BY    

8

SHARED VOTING POWER

EACH  

0

REPORTING

___________________________________________________________________

PERSON

9

SOLE DISPOSITIVE POWER

WITH

67,715

___________________________________________________________________

10

SHARED DISPOSITIVE POWER

0

________________________________________________________________________________________________

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

67,715

________________________________________________________________________________________________

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|          

________________________________________________________________________________________________

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.17%

________________________________________________________________________________________________

14

TYPE OF REPORTING PERSON

IA

________________________________________________________________________________________________


SCHEDULE 13D

CUSIP NO. 269451100


1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Ancora Catalyst Fund, LP  

47-1538066

________________________________________________________________________________________________


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  

(a) |_| (b) |_|

________________________________________________________________________________________________

3

SEC USE ONLY

________________________________________________________________________________________________


4

SOURCE OF FUNDS

00

________________________________________________________________________________________________

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

|_|

________________________________________________________________________________________________

6

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Nevada, United States of America

________________________________________________________________________________________________

NUMBER OF     

7

SOLE VOTING POWER

SHARES

50,800

BENEFICIALLY

___________________________________________________________________

OWNED BY    

8

SHARED VOTING POWER

EACH  

0

REPORTING

___________________________________________________________________

PERSON

9

SOLE DISPOSITIVE POWER

WITH

50,800

___________________________________________________________________

10

SHARED DISPOSITIVE POWER

0

________________________________________________________________________________________________

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,800

________________________________________________________________________________________________

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|          

________________________________________________________________________________________________

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.63%

________________________________________________________________________________________________

14

TYPE OF REPORTING PERSON

IA

________________________________________________________________________________________________


SCHEDULE 13D

CUSIP NO. 269451100


1

NAME OF REPORTING PERSON

Frederick DiSanto

________________________________________________________________________________________________

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) |_| (b) |_|

________________________________________________________________________________________________

3

SEC USE ONLY

________________________________________________________________________________________________

4

SOURCE OF FUNDS

OO

________________________________________________________________________________________________

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 |_|

________________________________________________________________________________________________


6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

________________________________________________________________________________________________


NUMBER OF  

7

SOLE VOTING POWER

SHARES

0

BENEFICIALLY

___________________________________________________________________

OWNED BY    

8

SHARED VOTING POWER

EACH  

0

REPORTING

___________________________________________________________________

PERSON

9

SOLE DISPOSITIVE POWER

WITH

0

___________________________________________________________________

10

SHARED DISPOSITIVE POWER

0

________________________________________________________________________________________________

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

________________________________________________________________________________________________

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

|_|          

________________________________________________________________________________________________

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

________________________________________________________________________________________________

14

TYPE OF REPORTING PERSON

IN

________________________________________________________________________________________________





The following constitutes to the Schedule 13D filed by the undersigned



Item 1.

Security and Issuer


This statement relates to the shares of the Eagle Capital Growth Fund Inc.  The address of the issuer is 225 East Mason Street, Suite 802, Milwaukee, WI 53202.


Item 2.

Identity and Background


This statement is filed on behalf of Ancora Advisors LLC.  Ancora Advisors LLC is registered as an investment advisor with the SEC under the Investment Advisors Act, as amended. Ancora Advisors LLC is the investment advisor to the Ancora Trust, which includes the Ancora Income Fund, Ancora Equity Fund, Ancora Special Opportunity Fund, Ancora/Thelen Small-Mid Cap Fund, and Ancora MicroCap Fund (Ancora Family of Mutual Funds), which are registered with the SEC as investment companies under the Investment Company Act, as amended.


Ancora Advisors LLC has the power to dispose of the shares owned by the investment clients for which it acts as advisor, including Merlin Partners, the AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP and the Ancora Greater China Fund LP for which it is also the General Partner, and the Ancora Family of Mutual Funds. Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.


During the last five years the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.



Item 3.

Source and Amount of Funds or Other Consideration



Ancora Advisors owns no Shares directly but Ancora Advisors may be deemed to own (within the meaning of Rule 13(d)(3) of the Securities Exchange Act of 1934) Shares purchased for or transferred to the accounts of investment management clients.  Ancora Advisors disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.


Merlin Partners, AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP, Ancora Greater China Fund LP, Ancora Family of Mutual Funds, Employees of Ancora Advisors LLC and Owners of Ancora Advisors LLC. have used available and uncommitted cash to purchase shares of the Issuer.


Item 4.

Purpose of Transaction


The shares of Common Stock covered by this Schedule 13D were acquired in recent months by Ancora Advisors, LLC for investment purposes in the ordinary course of business.  The Reporting Persons reserve the right to take any and all actions that they may deem appropriate to maximize the value of their respective investment in the Issuer, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by them, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their respective general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.  Ancora Advisors, LLC may engage management and/or the board of directors to discuss potential options to remedy the significant discount to NAV at which the fund currently trades.



Item 5.

Interest in Securities of the Issuer


Set forth below, Ancora Advisors LLC, in the aggregate, are the number of Shares which may be deemed to be beneficially owned as of December 3, 2014 and the percentage of the Shares outstanding represented by such ownership (based on 3,125,124 shares outstanding as of June 30, 2014):


Name

No. Of Shares

Percent of Class

Ancora Owners/Employees (1)

38,031

1.22%

Ancora Funds & Partnerships (2)

118,515

3.79%

Ancora Advisors SMA (3)

3,000

0.10%

Total

159,546

5.11%



(1) These Shares are owned by the owners and employees of Ancora Advisors LLC.


(2) These Shares are owned by the Ancora Family of Mutual Funds and/or Investment Partnerships, including Merlin Partners, the AAMAF LP, Birchwald Partners LP, Ancora Catalyst Fund LP, Pondfield LP and the Ancora Greater China Fund LP for which it is also the General Partner, of which Ancora Advisors acts as the discretionary portfolio manager.


(3) These Shares are owned by investment clients of Ancora Advisors. Ancora Advisors does not own these shares directly, but by virtue of Ancora Advisors Investment Management Agreement with the investment clients of Ancora Advisors, each may be deemed to beneficially own Shares by reason of their power to dispose of such Shares. Ancora Advisors disclaims beneficial ownership of such Shares.






Item 6.  Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.


Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.




Item 7.

Material to be Filed as Exhibits


Exhibit A: “Relevant Transactions in Shares” in the past 60 days.



Date of Transaction

Buy/Sell

Amount of Securities

Price Per Share

10/27/2014

Buy

2,221

7.9826

10/28/2014

Buy

302

7.9400

10/31/2014

Buy

1,116

7.9765

11/4/2014

Buy

8,636

7.9984

11/5/2014

Buy

1,400

8.0871

11/6/2014

Buy

5,000

8.1914

11/7/2014

Buy

2,500

8.1122

11/10/2014

Buy

8,200

8.0984

11/11/2014

Buy

800

8.0900

11/12/2014

Buy

1,723

8.1699

11/13/2014

Buy

2,079

8.2100

11/14/2014

Buy

1,464

8.2000

11/17/2014

Buy

1,000

8.2200

11/18/2014

Buy

2,000

8.3040

11/19/2014

Buy

2,000

8.3260

11/20/2014

Buy

2,512

8.3097

11/21/2014

Buy

5,667

8.3300

11/24/2014

Buy

579

8.4006

11/25/2014

Buy

500

8.3600

11/26/2014

Buy

300

8.2900




SIGNATURE



After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Dated: December 4, 2014

     


ANCORA ADVISORS, LLC

ANCORA CATALYST FUND, LP

By: Ancora Advisors, LLC, its General Partner

MERLIN PARTNERS, LP

By: Ancora Advisors, LLC, its General Partner

FREDERICK DISANTO





By: /s/ Frederick DiSanto

Frederick DiSanto

Chief Executive Officer