<PAGE>
As filed with the Securities and Exchange Commission on August 9, 2000
                                             Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                    HOMESTAKE MINING COMPANY
     (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                           94-2934609
 (State or Other Jurisdiction of             (I.R.S. Employer
  Incorporation or Organization)            Identification No.)

                 1600 RIVIERA AVENUE, SUITE 200
                  WALNUT CREEK, CA  94596-3568
                         (925) 817-1300
  (Address, Including Zip Code, and Telephone Number, Including
     Area Code, of Registrant's Principal Executive Offices)

                AMENDED HOMESTAKE MINING COMPANY
            STOCK OPTION AND SHARE RIGHTS PLAN - 1996
                    (Full Title of the Plan)

                           WAYNE KIRK
     VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    HOMESTAKE MINING COMPANY
                 1600 RIVIERA AVENUE, SUITE 200
                  WALNUT CREEK, CA  94596-3568
                         (925) 817-1300
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent For Service)

                           COPIES TO:
                       MICHELLE L. JOHNSON
                    THELEN REID & PRIEST LLP
                  101 SECOND STREET, 18TH FLOOR
                    SAN FRANCISCO, CA  94105

                      CALCULATION OF REGISTRATION FEE

                                   Proposed   Proposed
     Title Of                       Maximum    Maximum
    Securities         Amount      Offering   Aggregate   Amount Of
       To Be            To Be      Price Per  Offering   Registration
  Registered (1)    Registered (2) Share (3)  Price (3)      Fee

Common Stock, $1.00   12,000,000   $5.375    $64,500,000   $17,028
     par value
__________________
(1)  Each share of Common Stock includes one Right to be issued
     in certain circumstances pursuant to the Rights Agreement
     between Homestake and BankBoston, N.A., as Rights Agent.
     Also registered hereby are such additional and
     indeterminable number of shares as may become issuable due
     to adjustments for changes resulting from stock splits,
     stock dividends and similar events.

(2)  Based on the estimated maximum amount of Common Stock to be
     offered under the Stock Option and Share Rights Plan - 1996.

(3)  Estimated solely for the purpose of determining the
     registration fee in accordance with Rule 457(h) under the
     Securities Act.  The above calculation is based on the
     average of the reported high and low prices of the Common
     Stock on The New York Stock Exchange on August 7, 2000.

<PAGE>


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 will be or have been given without charge to
participants in the Amended Homestake Mining Company Stock Option
and Share Rights Plan - 1996 as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").

     Such documents are not submitted to the Securities and
Exchange Commission (the "Commission") herewith in accordance
with the Note to Part I of Form S-8, but such documents (together
with the documents incorporated by reference herein pursuant to
Item 3 of Part II, below) shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Homestake Mining Company will provide participants without
charge, upon written or oral request, any of the documents
incorporated by reference herein pursuant to Item 3 of Part II
below.

ITEM 1.   PLAN INFORMATION

     See above.  To obtain additional information about the 1996
Stock Option and Share Rights Plan - 1996 and its administrators,
participants may contact Homestake Mining Company, Attn.:
Corporate Secretary, 1600 Riviera Avenue, Suite 200, Walnut
Creek, California 94596-3568; telephone number (925) 817-1300.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

     See above.
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by
Homestake Mining Company (the "Company") are incorporated by
reference in this registration statement:

     (a) The Company's annual report on Form 10-K for the year
ended December 31, 1999, filed March 27, 2000, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File # 001-08736);

     (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed May 12, 2000 (File # 001-08736);

     (c) Current Report on Form 8-K dated January 18, 2000,
filed January 18, 2000 (File # 001-08736); and

     (d) The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-3 (No. 333-66311) filed on November 23, 1998,
subsequent descriptions of amendments to the Homestake Rights

                               II-1
<PAGE>


Agreement, filed on Form 8-A/A filed on  December 4, 1998 and
April 8, 1999, and any amendment or report filed for the purpose
of updating such descriptions.

     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing (except
that no document shall be deemed to be incorporated by reference
herein if such document is filed after the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters securities then
remaining unsold).

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article XVII of the Company's Restated Certificate of
Incorporation contains a provision, permitted by Section
102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law"), limiting the personal monetary liability of directors for
breach of fiduciary duties as a director.  Delaware Law provides
that such a provision does not eliminate or limit liability (i)
for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware Law, (iii) for acts of omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, or (iv) for any transaction from which the
director derived an improper personal benefit.

     Section 145 of the Delaware Law permits indemnification
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
in connection with actions, suits or proceedings in which an
officer, director, employee or agent is a party by reason of the
fact that he is or was such a director, officer, employee or
agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  However, in connection with acts by or in the right of
the corporation, such indemnification is not permitted if such
person has been adjudged liable for negligence or misconduct in
the performance of his duty to the corporation unless the court
determines that, under all of the circumstances, such person is
nonetheless fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.  Section 145 also permits a
corporation to purchase and maintain insurance on behalf of its
directors and officers against and liability which may be
asserted against, or incurred by, such persons in their
capacities as directors or officers of the corporation whether
or not the registrant would have the power to indemnify such
persons against such liabilities under the provisions of such
section.  The Company has purchased such insurance.  Section
145 further provides that the statutory provision is not
exclusive of any other right to which those seeking
indemnifications or advancement of expenses may be entitled
under any by-laws, agreement, vote of stockholders or

                               II-2
<PAGE>


independent directors, or otherwise, both as to action in such
person's official capacity and as to action I another capacity
while holding such office.

     Article XIV, Section 8, of the Bylaws of the Company,
provides that the Company must indemnify directors and officers
to the fullest extent permitted by Delaware Law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

     Number   Exhibit

      4.1     Indenture, dated as of January 23, 1993 between
              Homestake, Issuer and The Chase Manhattan Bank,
              N.A., Trustee, with respect to U.S. $150,000,000
              principal amount of 5 1/2% Convertible Subordinated
              Notes due June 23, 2000 (incorporated by reference
              to Exhibit 4.2 to Homestake's Periodic Report on
              Form 8-K, dated as of June 23, 1993, filed June
              29, 1993 (File No. 001-08736)).

      4.2     Rights Agreement dated October 16, 1987
              (incorporated by reference to Exhibit 1 to the
              Company's Registration Statement on Form 8-A/A
              dated October 16, 1987).

      4.3     Amendment No. 1 dated as of October 15, 1997 to the
              Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 4 to the
              Registrant's Form 8-A/A filed on October 16, 1997).

      4.4     Amendment No. 2 dated as of December 3, 1998 to the
              Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 6 to the
              Registrant's Form 8-A/A filed on December 4, 1998).

      4.5     Amendment No. 3 dated as of February 26, 1999, to
              the Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 7 to the
              Registrant's Form 8-A/A filed on April 8, 1999).

      5       Opinion of Thelen Reid & Priest LLP, dated August
              8, 2000.

      23.1    Consent of Thelen Reid & Priest LLP (included in
              Exhibit 5 to this Registration Statement).

      23.2    Consent of PricewaterhouseCoopers LLP, independent
              accountants, dated August 8, 2000.

      24      Powers of Attorney (included on the signature
              pages to this Registration Statement).

                               II-3
<PAGE>


ITEM 9.   UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;

               (i)   To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               registration statement.  Notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which
               was registered) and any deviation from the low or
               high and of the estimated maximum offering range
               may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price
               represent no more than 20 percent change in the
               maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the
               effective registration statement;

               (iii) To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration
               statement or any material change to such
               information in the registration statement;

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed

                               II-4
<PAGE>


in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.












                               II-5
<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Walnut Creek, State of California,  on
this 8th day of August, 2000.

                      Homestake Mining Company,
                      a Delaware corporation


                      By:  /s/ Wayne Kirk
                           Wayne Kirk
                           Vice President, General Counsel and
                           Corporate Secretary


                        POWER OF ATTORNEY

     Each  person  whose signature appears below hereby  appoints
David W. Peat, Wayne Kirk and Jack E. Thompson, and each of  them
severally,  acting  alone and without the  other,  his  true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement  necessary  or advisable to enable  the  Registrant  to
comply with the Securities Act of 1933 and any rules, regulations
and  requirements  of the Securities and Exchange  Commission  in
respect  thereof, which amendments may make such changes in  this
registration  statement  as the aforesaid attorney-in-fact  deems
appropriate.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.


Date: August 8, 2000       /s/ Jack E. Thompson
                           Jack E. Thompson
                           Chairman and Chief Executive Officer
                           (Principal Executive Officer)


Date: August 8, 2000       /s/ David W. Peat
                           David W. Peat
                           Vice President, Finance and Chief
                           Financial Officer
                           (Principal Financial Officer)

                               II-6
<PAGE>


Date: August 8, 2000       /s/ James B. Hannna
                           James B. Hannan
                           Vice President and Controller
                           (Principal Accounting Officer)


Date: August 8, 2000       /s/ Gerhard Ammann
                           Gerhard Ammann
                           Director


Date: August 8, 2000       /s/ M. Norman Anderson
                           M. Norman Anderson
                           Director


Date: _______, 2000
                           Richard R. Burt
                           Director


Date: August 8, 2000       /s/ Robert H. Clark, Jr.
                           Robert H. Clark, Jr.
                           Director


Date: August 8, 2000       /s/ John Neerhout, Jr.
                           John Neerhout, Jr.
                           Director


Date: August 8, 2000       /s/ Peter J. Neff
                           Peter J. Neff
                           Director


Date: ______, 2000
                           Carol A. Rae
                           Director


Date: August 8, 2000       /s/ Jeffrey L. Zelms
                           Jeffrey L. Zelms
                           Director

                               II-7
<PAGE>


                          EXHIBIT INDEX


     Number   Exhibit

      5       Opinion of Thelen Reid & Priest LLP, dated August
              8, 2000.

      23.1    Consent of Thelen Reid & Priest LLP (included in
              Exhibit 5 to this Registration Statement).

      23.2    Consent of PricewaterhouseCoopers LLP, formerly
              Coopers & Lybrand L.L.P., independent accountants,
              dated August 8, 2000.

      24      Powers of Attorney (included on the signature
              pages to this Registration Statement).

<PAGE>
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As filed with the Securities and Exchange Commission on August 9, 2000
                                             Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                    HOMESTAKE MINING COMPANY
     (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                           94-2934609
 (State or Other Jurisdiction of             (I.R.S. Employer
  Incorporation or Organization)            Identification No.)

                 1600 RIVIERA AVENUE, SUITE 200
                  WALNUT CREEK, CA  94596-3568
                         (925) 817-1300
  (Address, Including Zip Code, and Telephone Number, Including
     Area Code, of Registrant's Principal Executive Offices)

                AMENDED HOMESTAKE MINING COMPANY
            STOCK OPTION AND SHARE RIGHTS PLAN - 1996
                    (Full Title of the Plan)

                           WAYNE KIRK
     VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    HOMESTAKE MINING COMPANY
                 1600 RIVIERA AVENUE, SUITE 200
                  WALNUT CREEK, CA  94596-3568
                         (925) 817-1300
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent For Service)

                           COPIES TO:
                       MICHELLE L. JOHNSON
                    THELEN REID & PRIEST LLP
                  101 SECOND STREET, 18TH FLOOR
                    SAN FRANCISCO, CA  94105

                      CALCULATION OF REGISTRATION FEE

                                   Proposed   Proposed
     Title Of                       Maximum    Maximum
    Securities         Amount      Offering   Aggregate   Amount Of
       To Be            To Be      Price Per  Offering   Registration
  Registered (1)    Registered (2) Share (3)  Price (3)      Fee

Common Stock, $1.00   12,000,000   $5.375    $64,500,000   $17,028
     par value
__________________
(1)  Each share of Common Stock includes one Right to be issued
     in certain circumstances pursuant to the Rights Agreement
     between Homestake and BankBoston, N.A., as Rights Agent.
     Also registered hereby are such additional and
     indeterminable number of shares as may become issuable due
     to adjustments for changes resulting from stock splits,
     stock dividends and similar events.

(2)  Based on the estimated maximum amount of Common Stock to be
     offered under the Stock Option and Share Rights Plan - 1996.

(3)  Estimated solely for the purpose of determining the
     registration fee in accordance with Rule 457(h) under the
     Securities Act.  The above calculation is based on the
     average of the reported high and low prices of the Common
     Stock on The New York Stock Exchange on August 7, 2000.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 will be or have been given without charge to
participants in the Amended Homestake Mining Company Stock Option
and Share Rights Plan - 1996 as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").

     Such documents are not submitted to the Securities and
Exchange Commission (the "Commission") herewith in accordance
with the Note to Part I of Form S-8, but such documents (together
with the documents incorporated by reference herein pursuant to
Item 3 of Part II, below) shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
Homestake Mining Company will provide participants without
charge, upon written or oral request, any of the documents
incorporated by reference herein pursuant to Item 3 of Part II
below.

ITEM 1.   PLAN INFORMATION

     See above.  To obtain additional information about the 1996
Stock Option and Share Rights Plan - 1996 and its administrators,
participants may contact Homestake Mining Company, Attn.:
Corporate Secretary, 1600 Riviera Avenue, Suite 200, Walnut
Creek, California 94596-3568; telephone number (925) 817-1300.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

     See above.
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by
Homestake Mining Company (the "Company") are incorporated by
reference in this registration statement:

     (a) The Company's annual report on Form 10-K for the year
ended December 31, 1999, filed March 27, 2000, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (File # 001-08736);

     (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed May 12, 2000 (File # 001-08736);

     (c) Current Report on Form 8-K dated January 18, 2000,
filed January 18, 2000 (File # 001-08736); and

     (d) The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-3 (No. 333-66311) filed on November 23, 1998,
subsequent descriptions of amendments to the Homestake Rights

                               II-1
Agreement, filed on Form 8-A/A filed on  December 4, 1998 and
April 8, 1999, and any amendment or report filed for the purpose
of updating such descriptions.

     All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing (except
that no document shall be deemed to be incorporated by reference
herein if such document is filed after the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters securities then
remaining unsold).

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article XVII of the Company's Restated Certificate of
Incorporation contains a provision, permitted by Section
102(b)(7) of the Delaware General Corporation Law (the "Delaware
Law"), limiting the personal monetary liability of directors for
breach of fiduciary duties as a director.  Delaware Law provides
that such a provision does not eliminate or limit liability (i)
for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware Law, (iii) for acts of omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, or (iv) for any transaction from which the
director derived an improper personal benefit.

     Section 145 of the Delaware Law permits indemnification
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
in connection with actions, suits or proceedings in which an
officer, director, employee or agent is a party by reason of the
fact that he is or was such a director, officer, employee or
agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  However, in connection with acts by or in the right of
the corporation, such indemnification is not permitted if such
person has been adjudged liable for negligence or misconduct in
the performance of his duty to the corporation unless the court
determines that, under all of the circumstances, such person is
nonetheless fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.  Section 145 also permits a
corporation to purchase and maintain insurance on behalf of its
directors and officers against and liability which may be
asserted against, or incurred by, such persons in their
capacities as directors or officers of the corporation whether
or not the registrant would have the power to indemnify such
persons against such liabilities under the provisions of such
section.  The Company has purchased such insurance.  Section
145 further provides that the statutory provision is not
exclusive of any other right to which those seeking
indemnifications or advancement of expenses may be entitled
under any by-laws, agreement, vote of stockholders or

                               II-2
independent directors, or otherwise, both as to action in such
person's official capacity and as to action I another capacity
while holding such office.

     Article XIV, Section 8, of the Bylaws of the Company,
provides that the Company must indemnify directors and officers
to the fullest extent permitted by Delaware Law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

     Number   Exhibit

      4.1     Indenture, dated as of January 23, 1993 between
              Homestake, Issuer and The Chase Manhattan Bank,
              N.A., Trustee, with respect to U.S. $150,000,000
              principal amount of 5 1/2% Convertible Subordinated
              Notes due June 23, 2000 (incorporated by reference
              to Exhibit 4.2 to Homestake's Periodic Report on
              Form 8-K, dated as of June 23, 1993, filed June
              29, 1993 (File No. 001-08736)).

      4.2     Rights Agreement dated October 16, 1987
              (incorporated by reference to Exhibit 1 to the
              Company's Registration Statement on Form 8-A/A
              dated October 16, 1987).

      4.3     Amendment No. 1 dated as of October 15, 1997 to the
              Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 4 to the
              Registrant's Form 8-A/A filed on October 16, 1997).

      4.4     Amendment No. 2 dated as of December 3, 1998 to the
              Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 6 to the
              Registrant's Form 8-A/A filed on December 4, 1998).

      4.5     Amendment No. 3 dated as of February 26, 1999, to
              the Rights Agreement dated as of October 16, 1987
              (incorporated by reference to Exhibit 7 to the
              Registrant's Form 8-A/A filed on April 8, 1999).

      5       Opinion of Thelen Reid & Priest LLP, dated August
              8, 2000.

      23.1    Consent of Thelen Reid & Priest LLP (included in
              Exhibit 5 to this Registration Statement).

      23.2    Consent of PricewaterhouseCoopers LLP, independent
              accountants, dated August 8, 2000.

      24      Powers of Attorney (included on the signature
              pages to this Registration Statement).

                               II-3
ITEM 9.   UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;

               (i)   To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               registration statement.  Notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which
               was registered) and any deviation from the low or
               high and of the estimated maximum offering range
               may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if,
               in the aggregate, the changes in volume and price
               represent no more than 20 percent change in the
               maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the
               effective registration statement;

               (iii) To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration
               statement or any material change to such
               information in the registration statement;

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed

                               II-4
in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Walnut Creek, State of California,  on
this 8th day of August, 2000.

                      Homestake Mining Company,
                      a Delaware corporation

                      By:  /s/ Wayne Kirk
                           Wayne Kirk
                           Vice President, General Counsel and
                           Corporate Secretary

                        POWER OF ATTORNEY

     Each  person  whose signature appears below hereby  appoints
David W. Peat, Wayne Kirk and Jack E. Thompson, and each of  them
severally,  acting  alone and without the  other,  his  true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement  necessary  or advisable to enable  the  Registrant  to
comply with the Securities Act of 1933 and any rules, regulations
and  requirements  of the Securities and Exchange  Commission  in
respect  thereof, which amendments may make such changes in  this
registration  statement  as the aforesaid attorney-in-fact  deems
appropriate.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

Date: August 8, 2000       /s/ Jack E. Thompson
                           Jack E. Thompson
                           Chairman and Chief Executive Officer
                           (Principal Executive Officer)

Date: August 8, 2000       /s/ David W. Peat
                           David W. Peat
                           Vice President, Finance and Chief
                           Financial Officer
                           (Principal Financial Officer)

                               II-6
Date: August 8, 2000       /s/ James B. Hannna
                           James B. Hannan
                           Vice President and Controller
                           (Principal Accounting Officer)

Date: August 8, 2000       /s/ Gerhard Ammann
                           Gerhard Ammann
                           Director

Date: August 8, 2000       /s/ M. Norman Anderson
                           M. Norman Anderson
                           Director

Date: _______, 2000
                           Richard R. Burt
                           Director

Date: August 8, 2000       /s/ Robert H. Clark, Jr.
                           Robert H. Clark, Jr.
                           Director

Date: August 8, 2000       /s/ John Neerhout, Jr.
                           John Neerhout, Jr.
                           Director

Date: August 8, 2000       /s/ Peter J. Neff
                           Peter J. Neff
                           Director

Date: ______, 2000
                           Carol A. Rae
                           Director

Date: August 8, 2000       /s/ Jeffrey L. Zelms
                           Jeffrey L. Zelms
                           Director

                               II-7
EXHIBIT INDEX

     Number   Exhibit

      5       Opinion of Thelen Reid & Priest LLP, dated August
              8, 2000.

      23.1    Consent of Thelen Reid & Priest LLP (included in
              Exhibit 5 to this Registration Statement).

      23.2    Consent of PricewaterhouseCoopers LLP, formerly
              Coopers & Lybrand L.L.P., independent accountants,
              dated August 8, 2000.

      24      Powers of Attorney (included on the signature
              pages to this Registration Statement).