As filed with the Securities and Exchange Commission on
December 6, 1996
                                        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)
                                
                    Homestake Mining Company
            Stock Option and Share Rights Plan - 1996
                    (Full title of the plan)
                                
                           WAYNE KIRK
               Vice President and General Counsel
                    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, Marrin, Johnson & Bridges LLP
               Two Embarcadero Center, 21st Floor
                  San Francisco, CA  94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of securities    Amount to    Proposed      Proposed    Amount of
        to be              be         maximum      maximum     registrat
     registered        registered    offering     aggregate     ion fee
                           (1)         price       offering
                                   per share (2)  price (2)
Common Stock, $1.00     6,000,000    $15.0625    $90,375,000   $27,386.36
par value (3)            shares                                    

(1)  The maximum number of shares of Common Stock to be offered
   under the Homestake Mining Company Stock Option and Share
   Rights Plan - 1996
(2)  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 3, 1996.
(3)  Each share of Common Stock, $1.00 par value, includes one
   Right issued pursuant to the registrant's Shareholder Rights
   Plan.


                             PART 1
                                
      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 to participants in the
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 (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.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.

                                 I-1


                             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 latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and

     (c)  The description of the Company's Common Stock, $1.00
par value, contained in Form S-4 Registration Statement,
Registration No. 33-48526, filed on June 10, 1992, including any
amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 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

     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
shareholders, (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

                                  II-1


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
right which may exist under any by-law, agreement, vote of
stockholders or independent directors, or otherwise.

     Article XIV, Section 8, of the Bylaws of the Company,
included as Exhibit 4.6 to this Registration Statement, 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     Restated Certificate of Incorporation of Homestake
               Mining Company (incorporated by reference to
               Exhibit 3.1 to the Company's S-4 Registration
               Statement No. 33-48526, filed on June 10, 1992
               (the "S-4 Registration Statement")).
      
      4.2     Amendment to the Restated Certificate of
               Incorporation of Homestake Mining Company dated
               June 3, 1991 (incorporated by reference to Exhibit
               3.2 to the S-4 Registration Statement).
      
      4.3     Certificate of Correction of the Restated
               Certificate of Incorporation of Homestake Mining
               Company dated February 10, 1992 (incorporated by
               reference to Exhibit 3.3 to the S-4 Registration
               Statement).
      
      4.4     Certificate of Designation of Series A
               Participating Cumulative Preferred Stock Setting
               Forth the Powers, Preferences, Rights,
               Qualifications, Limitations and Restrictions of
               Such Series of Preferred Stock of Homestake Mining
               Company (incorporated by reference to Exhibit 2 to
               the Company's Registration Statement on Form 8-A
               dated October 16, 1987).

               4.5  Amendment to Certificate of Designation of
               Series A Participating Cumulative Preferred Stock
               of Homestake Mining Company (incorporated by
               reference to Exhibit 3.6 to the Company's Report
               on Form 8-K dated November 20, 1996).

               4.6  Bylaws (as amended) of Homestake Mining
               company (incorporated by reference to Exhibit 3.4
               to the Company's Form 10-Q Report for the
               Quarterly Period ended March 31, 1995).

                                 II-2


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

      5        Opinion and Consent of Thelen, Marrin, Johnson &
Bridges LLP.

      23.1     Consent of Thelen, Marrin, Johnson & Bridges LLP
(included in Exhibit 5 above).

      23.2     Consent of Independent Accountants.

      24       Powers of Attorney (See Page II-5 of this
registration statement).

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 (unless
          the information required to be included in a post-
          effective amendment by this paragraph is contained in
          periodic reports filed by the registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange
          Act of 1934 that are incorporated by reference in this
          registration statement);
          
               (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
          (unless the information required to be included in a
          post-effective amendment by this paragraph is
          contained in periodic reports filed by the registrant
          pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated
          by reference in this registration statement); and
          
               (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 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.

                                 II-3


     (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 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-4


                           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 3rd day of December, 1996.

                              Homestake Mining Company,
                              a Delaware corporation
                              
                              
                              
                              By: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 3, 1996    Jack E. Thompson
                           Jack E. Thompson
                           Director, President and Chief Executive Officer



Date:  December 3, 1996    Gene G. Elam
                           Gene G. Elam
                           Vice President, Finance and 
                           Chief Financial Officer

                                 II-5



Date:  December 3, 1996    David W. Peat
                           David W. Peat
                           Vice President, Controller and Chief
                           Accounting Officer



Date:  December 3, 1996    M. Norman Anderson
                           M. Norman Anderson
                           Director



Date:  December 3, 1996    Robert H. Clark
                           Robert H. Clark
                           Director



Date:  December 3, 1996    Harry M. Conger
                           Harry M. Conger
                           Director and Chairman of the Board



Date:  December 3, 1996    G. Robert Durham
                           G. Robert Durham
                           Director



Date:  December 3, 1996    Douglas W. Fuerstenau
                           Douglas W. Fuerstenau
                           Director



Date:  December 3, 1996    Henry G. Grundstedt
                           Henry G. Grundstedt
                           Director



Date:  December 3, 1996    William A. Humphrey
                           William A. Humphrey
                           Director

                                 II-6


Date:  December 3, 1996    Robert K. Jaedicke
                           Robert K. Jaedicke
                           Director



Date:  December 3, 1996    John Neerhout, Jr.
                           John Neerhout, Jr.
                           Director



Date:  December 3, 1996    Stuart T. Peeler
                           Stuart T. Peeler
                           Director



Date:  December 3, 1996    Carol A. Rae
                           Carol A. Rae
                           Director



Date:  December 3, 1996    Berne A. Schepman
                           Berne A. Schepman
                           Director

                                 II-7


                          EXHIBIT INDEX

     Number    Exhibit

      4.1     Restated Certificate of Incorporation of Homestake
              Mining Company (incorporated by reference to
              Exhibit 3.1 to the Company's S-4 Registration Statement
              No. 33-48526 filed on June 10, 1992 (the "S-4
              Registration Statement")).
      
      4.2     Amendment to the Restated Certificate of Incorporation
              of Homestake Mining Company dated June 3, 1991 (incorporated
              by reference to Exhibit 3.2 to the S-4 Registration Statement).
      
      4.3     Certificate of Correction of the Restated Certificate of
              Incorporation of Homestake Mining Company dated
              February 10, 1992 (incorporated by reference to Exhibit 3.3
              to the S-4 Registration Statement).
      
      4.4     Certificate of Designation of Series A Participating Cumulative
              Preferred Stock Setting Forth the Powers, Preferences, Rights,
              Qualifications, Limitations and Restrictions of Such Series of
              Preferred Stock of Homestake Mining Company (incorporated
              by reference to Exhibit 2 to the Company's Registration
              Statement on Form 8-A dated October 16, 1987).
      
      4.5     Amendment to Certificate of Designation of Series A
              Participating Cumulative Preferred Stock of Homestake
              Mining Company (incorporated by reference to Exhibit 3.6 to
              the Company's Report on Form 8-K dated November 20,
              1996).
      
      4.6     Bylaws (as amended) of Homestake Mining Company
              (incorporated by reference to Exhibit 3.4 to the Company's
              Form 10-Q Report for the Quarterly Period ended March
              31, 1995).
      
      4.7     Rights Agreement dated October 16, 1987 (incorporated
              by reference to Exhibit 1 to the Company's Registration
              Statement on Form 8-A dated October 16, 1987).

      5       Opinion of Thelen, Marrin, Johnson & Bridges LLP.

      23.1    Consent of Thelen, Marrin, Johnson & Bridges LLP (included in
              Exhibit 5 above).

      23.2    Consent of Independent Accountants.

      24      Powers of Attorney.


                                
                                
                        December 3, 1996



Homestake Mining Company
650 California Street, 11th Floor
San Francisco, CA 94108-2788


Ladies and Gentlemen:

          We have acted as counsel for Homestake Mining Company,
a Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 relating to
the issuance and sale of shares of common stock, $1.00 par value,
of the Company ("Common Stock") pursuant to the Homestake Mining
Company Stock Option and Share Rights Plan - 1996 (the "Plan").

          Please be advised that we are of the opinion that the
Common Stock to be offered and sold by the Company, when issued
in the manner contemplated by the Plan, will be legally issued,
fully paid and non-assessable.

          We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement on
Form S-8.  Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.

                        Very truly yours,
                                
              Thelen, Marrin, Johnson & Bridges LLP
              THELEN, MARRIN, JOHNSON & BRIDGES LLP





MLJ/JLM



               CONSENT OF INDEPENDENT ACCOUNTANTS




We  consent  to the inclusion in this registration  statement  on
Form  S-8  of our report dated February 9, 1996 on our audits  of
the  financial  statements and financial statement  schedules  of
Homestake Mining Company.



                              Coopers & Lybrand
                              Coopers & Lybrand





San Francisco, California
December 3, 1996
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As filed with the Securities and Exchange Commission on
December 6, 1996
                                        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)
                                
                    Homestake Mining Company
            Stock Option and Share Rights Plan - 1996
                    (Full title of the plan)
                                
                           WAYNE KIRK
               Vice President and General Counsel
                    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, Marrin, Johnson & Bridges LLP
               Two Embarcadero Center, 21st Floor
                  San Francisco, CA  94111-3995
                                
                      CALCULATION OF REGISTRATION FEE
 Title of securities    Amount to    Proposed      Proposed    Amount of
        to be              be         maximum      maximum     registrat
     registered        registered    offering     aggregate     ion fee
                           (1)         price       offering
                                   per share (2)  price (2)
Common Stock, $1.00     6,000,000    $15.0625    $90,375,000   $27,386.36
par value (3)            shares                                    

(1)  The maximum number of shares of Common Stock to be offered
   under the Homestake Mining Company Stock Option and Share
   Rights Plan - 1996
(2)  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 3, 1996.
(3)  Each share of Common Stock, $1.00 par value, includes one
   Right issued pursuant to the registrant's Shareholder Rights
   Plan.

                             PART 1
                                
      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 to participants in the
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 (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.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.

                                 I-1

                             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 latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");

     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and

     (c)  The description of the Company's Common Stock, $1.00
par value, contained in Form S-4 Registration Statement,
Registration No. 33-48526, filed on June 10, 1992, including any
amendment or report filed for the purpose of updating such
description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 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

     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
shareholders, (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

                                  II-1

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
right which may exist under any by-law, agreement, vote of
stockholders or independent directors, or otherwise.

     Article XIV, Section 8, of the Bylaws of the Company,
included as Exhibit 4.6 to this Registration Statement, 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     Restated Certificate of Incorporation of Homestake
               Mining Company (incorporated by reference to
               Exhibit 3.1 to the Company's S-4 Registration
               Statement No. 33-48526, filed on June 10, 1992
               (the "S-4 Registration Statement")).
      
      4.2     Amendment to the Restated Certificate of
               Incorporation of Homestake Mining Company dated
               June 3, 1991 (incorporated by reference to Exhibit
               3.2 to the S-4 Registration Statement).
      
      4.3     Certificate of Correction of the Restated
               Certificate of Incorporation of Homestake Mining
               Company dated February 10, 1992 (incorporated by
               reference to Exhibit 3.3 to the S-4 Registration
               Statement).
      
      4.4     Certificate of Designation of Series A
               Participating Cumulative Preferred Stock Setting
               Forth the Powers, Preferences, Rights,
               Qualifications, Limitations and Restrictions of
               Such Series of Preferred Stock of Homestake Mining
               Company (incorporated by reference to Exhibit 2 to
               the Company's Registration Statement on Form 8-A
               dated October 16, 1987).

               4.5  Amendment to Certificate of Designation of
               Series A Participating Cumulative Preferred Stock
               of Homestake Mining Company (incorporated by
               reference to Exhibit 3.6 to the Company's Report
               on Form 8-K dated November 20, 1996).

               4.6  Bylaws (as amended) of Homestake Mining
               company (incorporated by reference to Exhibit 3.4
               to the Company's Form 10-Q Report for the
               Quarterly Period ended March 31, 1995).

                                 II-2

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

      5        Opinion and Consent of Thelen, Marrin, Johnson &
Bridges LLP.

      23.1     Consent of Thelen, Marrin, Johnson & Bridges LLP
(included in Exhibit 5 above).

      23.2     Consent of Independent Accountants.

      24       Powers of Attorney (See Page II-5 of this
registration statement).

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 (unless
          the information required to be included in a post-
          effective amendment by this paragraph is contained in
          periodic reports filed by the registrant pursuant to
          Section 13 or Section 15(d) of the Securities Exchange
          Act of 1934 that are incorporated by reference in this
          registration statement);
          
               (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
          (unless the information required to be included in a
          post-effective amendment by this paragraph is
          contained in periodic reports filed by the registrant
          pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated
          by reference in this registration statement); and
          
               (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 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.

                                 II-3

     (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 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-4

                           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 3rd day of December, 1996.

                              Homestake Mining Company,
                              a Delaware corporation
                              
                              
                              
                              By: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 3, 1996    Jack E. Thompson
                           Jack E. Thompson
                           Director, President and Chief Executive Officer

Date:  December 3, 1996    Gene G. Elam
                           Gene G. Elam
                           Vice President, Finance and 
                           Chief Financial Officer

                                 II-5

Date:  December 3, 1996    David W. Peat
                           David W. Peat
                           Vice President, Controller and Chief
                           Accounting Officer

Date:  December 3, 1996    M. Norman Anderson
                           M. Norman Anderson
                           Director

Date:  December 3, 1996    Robert H. Clark
                           Robert H. Clark
                           Director

Date:  December 3, 1996    Harry M. Conger
                           Harry M. Conger
                           Director and Chairman of the Board

Date:  December 3, 1996    G. Robert Durham
                           G. Robert Durham
                           Director

Date:  December 3, 1996    Douglas W. Fuerstenau
                           Douglas W. Fuerstenau
                           Director

Date:  December 3, 1996    Henry G. Grundstedt
                           Henry G. Grundstedt
                           Director

Date:  December 3, 1996    William A. Humphrey
                           William A. Humphrey
                           Director

                                 II-6

Date:  December 3, 1996    Robert K. Jaedicke
                           Robert K. Jaedicke
                           Director

Date:  December 3, 1996    John Neerhout, Jr.
                           John Neerhout, Jr.
                           Director

Date:  December 3, 1996    Stuart T. Peeler
                           Stuart T. Peeler
                           Director

Date:  December 3, 1996    Carol A. Rae
                           Carol A. Rae
                           Director

Date:  December 3, 1996    Berne A. Schepman
                           Berne A. Schepman
                           Director

                                 II-7

                          EXHIBIT INDEX

     Number    Exhibit

      4.1     Restated Certificate of Incorporation of Homestake
              Mining Company (incorporated by reference to
              Exhibit 3.1 to the Company's S-4 Registration Statement
              No. 33-48526 filed on June 10, 1992 (the "S-4
              Registration Statement")).
      
      4.2     Amendment to the Restated Certificate of Incorporation
              of Homestake Mining Company dated June 3, 1991 (incorporated
              by reference to Exhibit 3.2 to the S-4 Registration Statement).
      
      4.3     Certificate of Correction of the Restated Certificate of
              Incorporation of Homestake Mining Company dated
              February 10, 1992 (incorporated by reference to Exhibit 3.3
              to the S-4 Registration Statement).
      
      4.4     Certificate of Designation of Series A Participating Cumulative
              Preferred Stock Setting Forth the Powers, Preferences, Rights,
              Qualifications, Limitations and Restrictions of Such Series of
              Preferred Stock of Homestake Mining Company (incorporated
              by reference to Exhibit 2 to the Company's Registration
              Statement on Form 8-A dated October 16, 1987).
      
      4.5     Amendment to Certificate of Designation of Series A
              Participating Cumulative Preferred Stock of Homestake
              Mining Company (incorporated by reference to Exhibit 3.6 to
              the Company's Report on Form 8-K dated November 20,
              1996).
      
      4.6     Bylaws (as amended) of Homestake Mining Company
              (incorporated by reference to Exhibit 3.4 to the Company's
              Form 10-Q Report for the Quarterly Period ended March
              31, 1995).
      
      4.7     Rights Agreement dated October 16, 1987 (incorporated
              by reference to Exhibit 1 to the Company's Registration
              Statement on Form 8-A dated October 16, 1987).

      5       Opinion of Thelen, Marrin, Johnson & Bridges LLP.

      23.1    Consent of Thelen, Marrin, Johnson & Bridges LLP (included in
              Exhibit 5 above).

      23.2    Consent of Independent Accountants.

      24      Powers of Attorney.

                                
                                
                        December 3, 1996

Homestake Mining Company
650 California Street, 11th Floor
San Francisco, CA 94108-2788

Ladies and Gentlemen:

          We have acted as counsel for Homestake Mining Company,
a Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 relating to
the issuance and sale of shares of common stock, $1.00 par value,
of the Company ("Common Stock") pursuant to the Homestake Mining
Company Stock Option and Share Rights Plan - 1996 (the "Plan").

          Please be advised that we are of the opinion that the
Common Stock to be offered and sold by the Company, when issued
in the manner contemplated by the Plan, will be legally issued,
fully paid and non-assessable.

          We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement on
Form S-8.  Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.

                        Very truly yours,
                                
              Thelen, Marrin, Johnson & Bridges LLP
              THELEN, MARRIN, JOHNSON & BRIDGES LLP

MLJ/JLM

               CONSENT OF INDEPENDENT ACCOUNTANTS

We  consent  to the inclusion in this registration  statement  on
Form  S-8  of our report dated February 9, 1996 on our audits  of
the  financial  statements and financial statement  schedules  of
Homestake Mining Company.

                              Coopers & Lybrand
                              Coopers & Lybrand

San Francisco, California
December 3, 1996