SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                          ENERGY INCOME AND GROWTH FUND
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              MASSACHUSETTS                             11-3716544
----------------------------------------   ------------------------------------
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

1001 Warrenville Road, Suite 300, Lisle, Illinois      60532
-------------------------------------------------   -----------
    (Address of Principal Executive Offices)         (Zip Code)

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:
333-114131.

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

        TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH EACH
        TO BE SO REGISTERED                   CLASS IS TO BE REGISTERED

Common Shares of Beneficial Interest       American Stock Exchange, Inc.
     $.01 par value per share

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

                                      NONE
                      ------------------------------------
                                (Title of Class)








                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         The securities to be registered hereunder are shares of common shares
of beneficial interest, $.01 par value per share (the "Shares"), of Energy
Income and Growth Fund (the "Registrant"). An application for listing of the
Shares has been filed with the American Stock Exchange, Inc. A description of
the Shares is contained under the caption "Description of Shares," at page 38 of
the Preliminary Prospectus, which is a part of the Amendment No. 2 to the
Registration Statement on Form N-2 (Registration Nos. 333-114131 and 811-21549),
filed with the Securities and Exchange Commission on June 1, 2004. Such
description is incorporated by reference herein.

ITEM 2.  EXHIBITS

         Pursuant to the "Instruction as to Exhibits" of Form 8-A, no exhibits
are filed herewith or incorporated by reference.









                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                               ENERGY INCOME AND GROWTH FUND



                                               By: /s/ James A. Bowen
                                                   -------------------------
                                                   James A. Bowen, President
                                                   and Chief Executive Officer

June 16, 2004