As filed with the Securities and Exchange Commission on December 2, 1998
                                        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                     (I.R.S. Employer
         Jurisdiction of                    Identification No.)
         Incorporation or
          Organization)
                      650 CALIFORNIA STREET
              SAN FRANCISCO, CALIFORNIA  94108-2788
                         (415) 981-8150
  (Address, Including Zip Code, and Telephone Number, Including
     Area Code, of Registrant's Principal Executive Offices)
                                
         1998 OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
                    (Full Title of the Plan)
                                
                           WAYNE KIRK
     VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    HOMESTAKE MINING COMPANY
                      650 CALIFORNIA STREET
                SAN FRANCISCO, CALIFORNIA  94108
                         (415) 981-8150
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent For Service)
                                
                           COPIES TO:
                       MICHELLE L. JOHNSON
                    THELEN REID & PRIEST LLP
               TWO EMBARCADERO CENTER, 21ST FLOOR
                  SAN FRANCISCO, CA  94111-3995
                                
                      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     250,000      $11.00    $2,750,000.00   $765.00
      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 1998 Outside Directors' Stock Compensation
   Plan.
(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 December 1, 1998.

<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 1998 Outside Directors' Stock Compensation
Plan 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 1998
Outside Directors' Stock Compensation Plan and its
administrators, participants may contact Homestake Mining
Company, Attn.:  Corporate Secretary, 650 California Street, San
Francisco, California 94108-2788; telephone number (415) 981-
8150.

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, 1997, filed March 30, 1998, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

     (b)  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998, filed April 28, 1998, for the quarter ended June
30, 1998, filed August 14, 1998, and for the quarter ended
September 30, 1998, filed November 13, 1998;
     
    (c)  Current Reports on Form 8-K dated January 27,
1998, filed January 27, 1998; February 9, 1998, filed
February 9, 1998; February 24, 1998, filed February 26,
1998; May 7,

                                 II-1
                                
     <PAGE>

1998, filed May 12, 1998; June 5, 1998, filed June 8, 1998;
June 22, 1998, filed June 22, 1998; and October 2, 1998, filed
October 2, 1998; and
     
     (d)  The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-4 (No. 33-62667) filed on October 19, 1995, and the
description of Amendment No. 1 on the Homestake Rights Agreement,
filed on Form 8-A/A filed on October 16, 1997, including 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

                              II-2

<PAGE>

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
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 January 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).
      
      5        Opinion of Thelen Reid & Priest LLP, dated
               December 1, 1998.
      
      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 December 1, 1998.
      
      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 in

                              II-4

<PAGE>

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 San Francisco, State of California, on
this 1st day of December, 1998.

                              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
Gene  E. Elam, 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: December 1, 1998        /s/ JACK E. THOMPSON
                           Jack E. Thompson
                           Chairman, President and Chief
                           Executive Officer
                           (Principal Executive Officer)


Date: December 1, 1998        /s/ GENE G. ELAM
                           Gene G. Elam
                           Vice President, Finance and Chief
                           Financial Officer
                           (Principal Financial Officer)

                              II-6

<PAGE>

Date: December 1, 1998        /s/ DAVID W. PEAT
                           David W. Peat
                           Vice President and Controller
                           (Principal Accounting Officer)



Date: December 1, 1998        /s/ GERHARD AMMANN
                           Gerhard Ammann
                           Director



Date: December 1, 1998        /s/ M. NORMAN ANDERSON
                           M. Norman Anderson
                           Director



Date: December 1, 1998        /s/ RICHARD R. BURT
                           Richard R. Burt
                           Director



Date: December 1, 1998        /s/ ROBERT H. CLARK
                           Robert H. Clark
                           Director



Date: December 1, 1998        /s/ G. ROBERT DURHAM
                           G. Robert Durham
                           Director



Date: December 1, 1998        /s/ DOUGLAS W. FUERSTENAU
                           Douglas W. Fuerstenau
                           Director

                              II-7

<PAGE>

Date: December 1, 1998        /s/ PAUL MCCLINTOCK
                           Paul McClintock
                           Director



Date: December 1, 1998        /s/ JOHN NEERHOUT, JR.
                           John Neerhout, Jr.
                           Director



Date: December 1, 1998        /s/ PETER J. NEFF
                           Peter J. Neff
                           Director



Date: December 1, 1998        /s/ STUART T. PEELER
                           Stuart T. Peeler
                           Director



Date: December 1, 1998        /s/ CAROL A. RAE
                           Carol A. Rae
                           Director



Date: December 1, 1998        /s/ JEFFREY L. ZELMS
                           Jeffrey L. Zelms
                           Director

                              II-8

<PAGE>

                          EXHIBIT INDEX


     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 January 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).
      
      5        Opinion of Thelen Reid & Priest LLP, dated
               December 1, 1998.
      
      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 December 1, 1998.
      
      24       Powers of Attorney (included on the signature
               pages to this Registration Statement).
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As filed with the Securities and Exchange Commission on December 2, 1998
                                        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                     (I.R.S. Employer
         Jurisdiction of                    Identification No.)
         Incorporation or
          Organization)
                      650 CALIFORNIA STREET
              SAN FRANCISCO, CALIFORNIA  94108-2788
                         (415) 981-8150
  (Address, Including Zip Code, and Telephone Number, Including
     Area Code, of Registrant's Principal Executive Offices)
                                
         1998 OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
                    (Full Title of the Plan)
                                
                           WAYNE KIRK
     VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                    HOMESTAKE MINING COMPANY
                      650 CALIFORNIA STREET
                SAN FRANCISCO, CALIFORNIA  94108
                         (415) 981-8150
    (Name, Address, Including Zip Code, and Telephone Number,
           Including Area Code, of Agent For Service)
                                
                           COPIES TO:
                       MICHELLE L. JOHNSON
                    THELEN REID & PRIEST LLP
               TWO EMBARCADERO CENTER, 21ST FLOOR
                  SAN FRANCISCO, CA  94111-3995
                                
                      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     250,000      $11.00    $2,750,000.00   $765.00
      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 1998 Outside Directors' Stock Compensation
   Plan.
(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 December 1, 1998.
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 1998 Outside Directors' Stock Compensation
Plan 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 1998
Outside Directors' Stock Compensation Plan and its
administrators, participants may contact Homestake Mining
Company, Attn.:  Corporate Secretary, 650 California Street, San
Francisco, California 94108-2788; telephone number (415) 981-
8150.

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, 1997, filed March 30, 1998, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

     (b)  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998, filed April 28, 1998, for the quarter ended June
30, 1998, filed August 14, 1998, and for the quarter ended
September 30, 1998, filed November 13, 1998;
     
    (c)  Current Reports on Form 8-K dated January 27,
1998, filed January 27, 1998; February 9, 1998, filed
February 9, 1998; February 24, 1998, filed February 26,
1998; May 7,

                                 II-1
1998, filed May 12, 1998; June 5, 1998, filed June 8, 1998;
June 22, 1998, filed June 22, 1998; and October 2, 1998, filed
October 2, 1998; and
     
     (d)  The description of the Homestake Common Stock and
Homestake Rights contained in Homestake's Registration Statement
on Form S-4 (No. 33-62667) filed on October 19, 1995, and the
description of Amendment No. 1 on the Homestake Rights Agreement,
filed on Form 8-A/A filed on October 16, 1997, including 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

                              II-2
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
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 January 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).
      
      5        Opinion of Thelen Reid & Priest LLP, dated
               December 1, 1998.
      
      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 December 1, 1998.
      
      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 in

                              II-4
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 San Francisco, State of California, on
this 1st day of December, 1998.

                              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
Gene  E. Elam, 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: December 1, 1998        /s/ JACK E. THOMPSON
                           Jack E. Thompson
                           Chairman, President and Chief
                           Executive Officer
                           (Principal Executive Officer)

Date: December 1, 1998        /s/ GENE G. ELAM
                           Gene G. Elam
                           Vice President, Finance and Chief
                           Financial Officer
                           (Principal Financial Officer)

                              II-6
Date: December 1, 1998        /s/ DAVID W. PEAT
                           David W. Peat
                           Vice President and Controller
                           (Principal Accounting Officer)

Date: December 1, 1998        /s/ GERHARD AMMANN
                           Gerhard Ammann
                           Director

Date: December 1, 1998        /s/ M. NORMAN ANDERSON
                           M. Norman Anderson
                           Director

Date: December 1, 1998        /s/ RICHARD R. BURT
                           Richard R. Burt
                           Director

Date: December 1, 1998        /s/ ROBERT H. CLARK
                           Robert H. Clark
                           Director

Date: December 1, 1998        /s/ G. ROBERT DURHAM
                           G. Robert Durham
                           Director

Date: December 1, 1998        /s/ DOUGLAS W. FUERSTENAU
                           Douglas W. Fuerstenau
                           Director

                              II-7
Date: December 1, 1998        /s/ PAUL MCCLINTOCK
                           Paul McClintock
                           Director

Date: December 1, 1998        /s/ JOHN NEERHOUT, JR.
                           John Neerhout, Jr.
                           Director

Date: December 1, 1998        /s/ PETER J. NEFF
                           Peter J. Neff
                           Director

Date: December 1, 1998        /s/ STUART T. PEELER
                           Stuart T. Peeler
                           Director

Date: December 1, 1998        /s/ CAROL A. RAE
                           Carol A. Rae
                           Director

Date: December 1, 1998        /s/ JEFFREY L. ZELMS
                           Jeffrey L. Zelms
                           Director

                              II-8
EXHIBIT INDEX

     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 January 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).
      
      5        Opinion of Thelen Reid & Priest LLP, dated
               December 1, 1998.
      
      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 December 1, 1998.
      
      24       Powers of Attorney (included on the signature
               pages to this Registration Statement).