UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
 Amendment No. 1
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    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
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    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from  to
 Commission file number: 000-49888
 RANDGOLD RESOURCES LIMITED
  (Translation of Registrants name into English)
 (Jurisdiction of incorporation or organization)
 3rd Floor Unity Chambers, 28 Halkett Street, St. Helier, Jersey JE2 4WJ, Channel Islands
  Title of each class
    
    Name of each exchange on which registeredOrdinary Shares, par value US $0.05 per Share*
    
    Nasdaq Global Select MarketAmerican Depositary Shares each represented 
by one Ordinary Share
 *
    
    Not for trading, but only in connection with the listing of American Depositary Shares on the
Nasdaq Global Select Market pursuant to the requirements of the Securities and Exchange
Commission.  (Title of Class)
  (Title of Class)
  As of December 31, 2010, the Registrant had outstanding 91,089,370 ordinary shares, par
value $0.05 per share.
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  U.S. GAAP o
    
    International Financial Reporting Standards as issued by the International Accounting Standards Board þ
    
    Other o
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Explanatory Note:
     Part I
 
 Item 7. Major Shareholders and Related Party Transactions
 A. MAJOR SHAREHOLDERS




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
    
    Any person of whom the directors are aware that is interested directly or indirectly in
3% or more of our ordinary shares;
    
    Each of our directors; and
    
    All of our executive officers and directors as a group.
   Shares Beneficially OwnedHolder
    
    Number
    
    %D.M. Bristow
    
    
    697,584
    
    
    
    0.77G.P. Shuttleworth
    
    
    28,000
    
    
    
    0.03N.P. Cole Jr.
    
    
    4,572
    
    
    
    0.01C. Coleman
    
    
    3,800
    
    
    
    0.00K. Dagdelen
    
    
    400
    
    
    
    0.00R.I. Israel
    
    
    38,463
    
    
    
    0.04P. Liétard
    
    
    34,027
    
    
    
    0.04K. Voltaire
    
    
    4,572
    
    
    
    0.01BNY (Nominees) Limited (1) 30 Cannon Street London EC4M XH
    
    
    60,158,282
    
    
    
    66.04Wells Fargo & Company (2) 420 Montgomery Street San Francisco, CA 94104
    
    
    4,685,031
    
    
    
    5.14FMR LLC(3) 82 Devonshire Street, Boston, MA 02109
    
    
    11,812,915
    
    
    
    12.97BlackRock Inc.(4) 40 East 52nd Street New York, NY 10022
    
    
    10,622,151
    
    
    
    11.66Van Eck Associates Corporation(5) 335 Madison Ave, 19th Floor New York, NY 10017
    
    
    5,939,876
    
    
    
    6.53Directors and executive officers (6)
    
    
    792,293
    
    
    
    0.87
 
 (1)
    
    Shares held by BNY (Nominees) Limited are held for and on behalf of our ADS holders.(2)
    
    Wells Fargo & Company reported in its Schedule 13G filed with the
Commission on January 25, 2011 that its beneficial ownership in us amounted to 4,685,031
ordinary shares (5.15%) on a consolidated basis. These shares are included in the shares held
by BNY (Nominees) Limited.(3)
    
    FMR LLC reported in its Schedule 13G/A filed with the  Commission that
as at February 14, 2011 its beneficial ownership in us amounted to 11,812,915 ordinary shares
(12.98%) on a consolidated basis. These shares are included in the shares held by BNY
(Nominees) Limited.(4)
    
    BlackRock Inc. reported in its Schedule 13G/A filed with the
Commission on January 10, 2011 that its beneficial ownership in us amounted to 10,622,151
ordinary shares (11.67%) on a consolidated basis. These shares are included in the shares
held by BNY (Nominees) Limited.




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(5)
    
    Van Eck Associates Corporation reported in its Schedule 13G filed with the Commission on February 14, 2011 that its beneficial ownership in us amounted to
5,939,876 ordinary shares (6.53%) on a consolidated basis. These shares are included in the
shares held by BNY (Nominees) Limited.(6)
    
    No executive officer beneficially owns in excess of 1% of the outstanding ordinary shares.    B. RELATED PARTY TRANSACTIONS
  The Randgold Name
  C. INTERESTS OF EXPERTS AND COUNSEL




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PART III
 
 Item 19. Exhibits
  Exhibit No.
    
    Exhibit1.1*
    
    Memorandum of Association of Randgold Resources Limited, as amended.1.2*
    
    Articles of Association of Randgold Resources Limited, as amended.2.1
    
    Memorandum of Association of Randgold Resources Limited, as amended (see Exhibit 1.1).2.2+++
    
    Form of Amended and Restated
Deposit Agreement, dated as of October 14, 2009, among Randgold Resources Limited, The Bank of New York as Depositary,
and owners and holders from time to time of American Depositary receipts issued thereunder.2.3+++
    
    Form of American Depositary Receipt.2.4*
    
    Excerpts of relevant provisions of the Companies (Jersey) Law 1991.2.5*
    
    Shareholders Agreement (English translation), dated June 23, 2000, between the Government of Mali and Morila Limited.4.1*
    
    Deed Governing the Relationship Between the Parties Upon Admission between Randgold & Exploration Company Limited and Randgold Resources Limited,
dated June 26, 1997 (Relationship Agreement).4.2*
    
    License Agreement, dated June 26, 1997, between Randgold & Exploration Company Limited and Randgold Resources Limited.4.3*
    
    Agreement, dated December 21, 1999, between Société des Mines de Morila SA, Randgold Resources Limited and Morila Limited (loan from Randgold
Resources Limited to Morila Limited).4.4*
    
    Sale of Shares Agreement, dated May 29, 2000, between AngloGold Limited, Randgold Resources Limited and Randgold Resources (Morila) Limited.4.5*
    
    Joint Venture Agreement, dated May 29, 2000, between AngloGold Limited and Randgold Resources Limited.4.6*
    
    Operator Agreement, dated May 29, 2000, between Société des Mines de Morila SA and AngloGold Services Mali SA.4.7*
    
    Cession of Shareholders Loan  Memorandum of Agreement, dated July 3, 2000, between Randgold Resources Limited and AngloGold Morila Holdings
Limited.4.8*
    
    Deferred Terms Agreement by and between Société des Mines de Morila SA and Rolls-Royce Power Ventures Limited, dated February 25, 2000.4.9*
    
    Deed of Guarantee, dated August 25, 2000, between Randgold Resources Limited, Randgold & Exploration Company Limited and SYPPS.4.10*
    
    Deferred Terms Agreement by and between Société des Mines de Morila SA and Rolls-Royce Power Ventures Limited, dated December 9, 1999.4.11*
    
    Deed of Guarantee given under the Morila Deferred Terms Agreement, dated March 3, 2000, between Randgold Resources Limited, Randgold & Exploration
Company Limited and Mopps.4.12*
    
    Morila Exploitation Permit (English translation).4.13*
    
    Transfer of Morila Exploitation Permit from Randgold Resources Limited to Morila SA.4.14*
    
    Randgold Resources Limited Share Option Scheme.4.15+
    
    Structured Precious Metals Option and Loan Confirmation, dated August 30, 2002, between Randgold Resources Limited and NM Rothschild & Sons Limited.4.16+
    
    Third Contract of Employment between Randgold Resources Limited and Roger Ainsley Ralph Kebble.4.17+
    
    Services Agreement between Randgold & Exploration Company Limited and Randgold Resources Limited, dated February 2, 2003.4.18++
    
    Shareholder Loan Agreement, dated August 1, 2004, between Randgold Resources Limited and Randgold Resources (Somilo) Limited.




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Exhibit No.
    
    Exhibit4.19++
    
    Termination Agreement, dated November 9, 2004, between Randgold Resources Limited and Mr. R.A.R. Kebble.4.20++
    
    Deed of Assignment, dated December 20, 2004, between Randgold Resources Limited and Société des Mines de Loulo S.A.4.21++
    
    International Swap Dealers Association Inc. Master Agreement, dated December 21, 2004, between Randgold Resources Limited and Absa Bank Limited.4.22++
    
    Amendment to Shareholders Loan Agreement, between Randgold Resources Limited and Randgold Resources (Somilo) Limited.4.23#
    
    Fifth Contract of Employment, dated January 31, 2005, between Randgold Resources Limited and Dennis Mark Bristow.4.24§
    
    Mining Contract Agreement, dated February 15, 2005, between Société des Mine de Loulo S.A and BCM Mali S.A.4.25§
    
    Third Contract of Employment, dated April 20, 2006, between Randgold Resources Limited and Roger A. Williams.4.26#
    
    International Swap Dealers Association Inc. Master Agreement and Schedule thereto, dated April 23, 2007, between Fortis Bank NV/SA Limited and
Randgold Resources Limited.4.27#
    
    International Swap Dealers Association Inc. Novation Agreement, dated April 23, 2007, between Randgold Resources Limited, Société Générale and
Fortis Bank NV/SA.4.28#
    
    Revolving Credit Facility Agreement, dated May 1, 2007, among Randgold Resources (Somilo) Limited, Randgold Resources Limited, various Banks and
Other Financial Institutions and NM Rothschild & Sons Limited.4.29#
    
    Charge Over Shares, dated May 8, 2007, between Randgold Resources Limited and NM Rothschild & Sons Limited.4.30#
    
    Charge Over Shares, dated May 8, 2007, between Mining Investments (Jersey) Limited and NM Rothschild & Sons Limited.4.31#
    
    Deed of Guarantee and Indemnity, dated May 8, 2007, between Randgold Resources Limited and NM Rothschild & Sons Limited.4.32#
    
    Deed of Guarantee and Indemnity, dated May 8, 2007, between Société des Mines de Loulo S.A. and NM Rothschild & Sons Limited.4.33#
    
    Deed of Assignment, dated May 8, 2007, between Randgold Resources Limited and NM Rothschild & Sons Limited.4.34#
    
    Registered Share Pledge Agreement, dated May 9, 2007, between Randgold Resources (Somilo) Limited and NM Rothschild & Sons Limited.4.35##
    
    Joint Venture Agreement, dated April 4, 2008, between New Mining CI and Randgold Resources (Côte dIvoire) Limited.4.36###
    
    Addendum to the Joint Venture Agreement, dated April 4, 2008, between New Mining CI and Randgold Resources (Côte dIvoire) Limited.4.37###
    
    Employment Contract, dated April 28, 2008, between Randgold Resources Limited and Dennis Mark Bristow.4.38###
    
    First Contract of Employment, dated April 28, 2007, between Randgold Resources Limited and Graham P. Shuttleworth.




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Exhibit No.
    
    Exhibit4.39###
    
    Addendum to the Joint Venture Agreement, dated April 22, 2008, between AngloGold Ashanti Limited and Randgold Resources Limited.4.40###
    
    Addendum to the Operatorship Agreement, dated April 22, 2008, between AngloGold Ashanti Limited, AngloGold Services Mali SA, Société des Mines de
Morila SA and Mining Investments Jersey Limited.4.41%
    
    Project Management Agreement between La Société dOpération Ivoirienne dÉlectricité (SOPIE) and Randgold Resources C.I.  SARL, dated March 2009.4.42%
    
    Letter Agreement, dated September 18, 2008, between Randgold Resources (Côte dIvoire) Limited and New Mining Côte dIvoire SARL.4.43%
    
    Rules of the Randgold Resources Limited Restricted Share Scheme.4.44%
    
    Contract of Employment, dated July 1, 2008, between Randgold Resources Limited and Graham P. Shuttleworth.4.45%%
    
    Agreement between Randgold Resources Limited and AngloGold Ashanti Limited, dated July 16, 2009.4.46%%
    
    Amendment, dated July 27, 2009, to Agreement between Randgold Resources Limited and AngloGold Ashanti Limited, dated July 16, 2009.4.47%%
    
    Irrevocable Commitment from Randgold Resources Limited to Moto Goldmines Limited, dated July 27, 2009.4.48**
    
    Arrangement Agreement, dated August 5, 2009, between Randgold Resources Limited, 0858065 B.C. Limited and Moto Goldmines Limited.4.49**
    
    Protocole dAccord, dated October 31, 2009, between Randgold Resources Limited, AngloGold Ashanti Limited, Moto Goldmines Limited, Kibali Goldmines
S.P.R.L. and the Government of the Democratic Republic of The Congo.4.50**
    
    Share Purchase Agreement, dated October 31, 2009, between LOffice des Mines de Kilo-Moto, Randgold Resources Limited, AngloGold Ashanti Limited,
Moto Goldmines Limited, Border Energy Pty Limited, Kibali (Jersey) Limited and Kibali Goldmines S.P.R.L.4.51***
    
    Agreement, dated July 26, 2010, between Randgold Resources and DTP Terrassement.4.52***
    
    Joint Venture Agreement, dated July 16, 2009, between Randgold Resources Limited and AngloGold Ashanti Limited.4.53***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Philippe Liétard.4.54***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Norborne Cole Jr.4.55***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Christopher L Coleman.4.56***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Robert I. Israel.4.57***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Karl Voltaire.4.58***
    
    Appointment Letter, dated May 4, 2010, between Randgold Resources Limited and Kadri Dagdelen.4.59***
    
    Contract of Employment, dated August 3, 2010, between Randgold Resources Limited and Graham P. Shuttleworth.8.1***
    
    List of Subsidiaries.




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Exhibit No.
    
    Exhibit12.1****
    
    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2****
    
    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1***
    
    Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2****
    
    Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1***
    
    Consent of BDO LLP.15.2***
    
    Consent of SRK Consulting.
 
 *
    
    Incorporated herein by reference to Registrants Registration Statement on Form F-1 (File No. 333-90972), filed on June 21, 2002.+
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2002.++
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2004.+++
    
    Incorporated by reference to Registrants Registration Statement on Form F-6 (File No. 333-129147), filed on October 7, 2009.§
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2005.#
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2006.##
    
    Incorporated by reference to Registrants Registration Statement on Form F-3 (File No. 333-147648), filed on November 27, 2007.###
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2007.%
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2008.%%
    
    Incorporated by reference to Registrants Registration Statement on Form F-3 (File No. 333-160827), filed on July 27, 2009.**
    
    Incorporated by reference to Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2009.***
    
    Previously filed with the Original Form 20-F.****
    
    Filed herewith. SIGNATURES
  RANDGOLD RESOURCES LIMITEDBy:
    /s/ D. Mark BristowName:
    D. Mark BristowTitle:
    Chief Executive OfficerDate:
    April 18, 2011




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Exhibit Index
 Exhibit No.
    
    Exhibit12.1
    
    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2
    
    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.2
    
    Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002.