EXHIBIT 10.2



                            HOMESTAKE MINING COMPANY

                                 FIRST AMENDMENT
                               TO CREDIT AGREEMENT

                  This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
dated as of September  15, 1998 and entered into by and among  HOMESTAKE  MINING
COMPANY,  a  Delaware  corporation  ("Company"),  HOMESTAKE  MINING  COMPANY  OF
CALIFORNIA, a California corporation ("U.S.  Borrower"),  HOMESTAKE CANADA INC.,
an  Ontario  corporation  ("Canadian  Borrower"),  HOMESTAKE  GOLD OF  AUSTRALIA
LIMITED, a South Australian  corporation , and PLUTONIC RESOURCES LIMITED, a New
South Wales corporation  ("Australian  Borrowers"),  the financial  institutions
listed on the signature  pages hereof  ("Lenders"),  THE CHASE MANHATTAN BANK OF
CANADA ("Canadian  Administrative  Agent"),  CHASE SECURITIES  AUSTRALIA LIMITED
("Australian  Administrative  Agent"), CHASE SECURITIES INC.  ("Arranger"),  THE
CHASE  MANHATTAN  BANK  ("Administrative  Agent"),  and DEUTSCHE  BANK A.G.,  as
Documentation Agent  ("Documentation  Agent") and is made with reference to that
certain  Amended and Restated  Credit  Agreement  dated as of July 14, 1998 (the
"Credit  Agreement"),  by and among Company,  U.S. Borrower,  Canadian Borrower,
Australian  Borrowers,   Lenders,   Canadian  Administrative  Agent,  Australian
Administrative  Agent,  Arranger,  Administrative Agent and Documentation Agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS,  in  connection  with the  potential  acquisition  by
Canadian  Borrower  of the  shares  of Prime  not  currently  owned by  Canadian
Borrower,  U.S.  Borrower  desires to establish a Canadian  holding  company and
contribute  to such  holding  company all of the  outstanding  shares of capital
stock of Canadian Borrower.

                  WHEREAS, Company and U.S. Borrower wish to make provisions for
the possible  establishment of an Australian  holding company to hold all of the
outstanding shares of capital stock of Australian Borrowers.

                  WHEREAS,  Company and Borrowers  have  requested  that Lenders
amend subsections 6.4, 6.9 and 7.11 of the Credit Agreement as set forth below.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
agreements,  provisions and covenants herein contained, the parties hereto agree
as follows:



<PAGE>


                  Section 1.  AMENDMENT TO THE CREDIT AGREEMENT

                  1.1 Amendment to Subsection  6.4(i):  Contingent  Obligations.
Subsection  6.4(i) of the  Credit  Agreement  is hereby  amended  by adding  the
following text after the word "Agreement"

                  "or as permitted by subsection 6.9 of this Agreement":

                  1.2  Amendment  to  Subsection  6.9:  Disposition  of Material
Subsidiary  Stock.  Subsection 6.9 of the Credit  Agreement is hereby amended by
adding the following text to the end of such subsection:

                  "Notwithstanding the foregoing:  (i) U.S. Borrower may sell or
                  otherwise  transfer all of the issued and outstanding  capital
                  stock of Canadian  Borrower owned by it to a Canadian  holding
                  company  ("Canadian Holding Company") which is wholly-owned by
                  Company and/or U.S.  Borrower,  provided that Canadian Holding
                  Company  shall own at least 90% of the issued and  outstanding
                  capital   stock  of   Canadian   Borrower   (other   than  HCI
                  Exchangeable  Stock) and  provided  that prior to such sale or
                  transfer  Canadian  Holding Company shall have first delivered
                  to  Administrative  Agent a  guaranty  of the  Obligations  of
                  Canadian  Borrower  satisfactory  to  Administrative  Agent in
                  substantially  the form of the provisions of Subsection 8.2 of
                  the Credit Agreement ("Canadian Holding Company Guaranty"), an
                  opinion  of  counsel  in form and  substance  satisfactory  to
                  Administrative  Agent as to the validity and enforceability of
                  the Canadian  Holding  Company  Guaranty,  and such  corporate
                  authorizations  and  other  documents  in form  and  substance
                  satisfactory to Administrative  Agent as Administrative  Agent
                  shall reasonably  require,  and (ii) Company and U.S. Borrower
                  may  sell  or  otherwise   transfer  all  of  the  issued  and
                  outstanding  capital  stock of Australian  Borrowers  owned by
                  each of them to an  Australian  holding  company  ("Australian
                  Holding Company") which is wholly-owned by Company and/or U.S.
                  Borrower,  provided that Australian  Holding Company shall own
                  all of the issued and outstanding  capital stock of Australian
                  Borrowers  and  provided  that  prior  to such  sale or  other
                  transfer Australian Holding Company shall have first delivered
                  to  Administrative  Agent a  guaranty  of the  Obligations  of
                  Australian  Borrowers  satisfactory to Administrative Agent in
                  substantially  the form of the provisions of Subsection 8.2 of
                  the Credit Agreement  ("Australian Holding Company Guaranty"),
                  an opinion of counsel in form and  substance  satisfactory  to
                  Administrative  Agent as to the validity and enforceability of
                  the Australian  Holding Company  Guaranty,  and such corporate
                  authorizations  and  other  documents  in form  and  substance
                  satisfactory to Administrative  Agent as Administrative  Agent
                  shall reasonably require."


                                       2
<PAGE>


                  1.3  Amendment  to  Subsection  7.11.  Change  in  Control  of
                  Borrowers.  Subsection 7.11 of the Credit  Agreement is hereby
                  amended to read in its entirety as follows:

                  "7.11  Change in Control of Borrowers.

                           Company  shall  fail  to own  all of the  issued  and
                     outstanding  capital  stock  of  U.S.  Borrower,   or  U.S.
                     Borrower or Canadian  Holding  Company shall fail to own at
                     least 90% of the issued and  outstanding  capital  stock of
                     Canadian  Borrower (other than HCI Exchangeable  Stock), or
                     Company  and U.S.  Borrower  (collectively)  or  Australian
                     Holding  Company  shall  fail to own all of the  issued and
                     outstanding capital stock of Australian Borrowers; or"

                  Section 2.        CONDITIONS TO EFFECTIVENESS

                  This   Amendment   shall  become   effective   only  upon  the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction  of such  conditions  being  referred  to herein as the  "Effective
Date"):

                  A. On or before the Effective  Date,  Company shall deliver to
Administrative  Agent  (with  sufficient  originally  executed  copies for each)
Lender copies of this Amendment, executed by Company and each Borrower.

                  B. On or before the  Effective  Date,  all corporate and other
proceedings   taken  or  to  be  taken  in  connection  with  the   transactions
contemplated  hereby and all documents  incidental  thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be  satisfactory  in form and substance to  Administrative  Agent and such
counsel,  and Administrative Agent and such counsel shall have received all such
counterpart  originals or certified  copies of such documents as  Administrative
Agent may reasonably request.

                  Section 3.        REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Amendment and to
amend the Credit  Agreement  in the manner  provided  herein,  Company  and each
Borrower  represents  and warrants to each Lender that the following  statements
are true, correct and complete:

                  A. Corporate  Power and  Authority.  Company and each Borrower
has all requisite corporate power and authority to enter into this Amendment and
to carry out the  transactions  contemplated  by, and  perform  its  obligations
under,  the  Credit  Agreement  as  amended  by  this  Amendment  (the  "Amended
Agreement").

                  B. Authorization of Agreements.  The execution and delivery of
this  Amendment  and the  performance  of the Amended  Agreement  have been duly
authorized  by all  necessary  corporate  action on the part of Company and each
Borrower.


                                       3
<PAGE>


                  C. No Conflict. The execution and delivery by Company and each
Borrower of this  Amendment  and by  Canadian  Holding  Company  and  Australian
Holding  Company of Canadian  Holding  Company  Guaranty and Australian  Holding
Company Guaranty, respectively, and the performance by Company and each Borrower
of the Amended Agreement and by Canadian Holding Company and Australian  Holding
Company of Canadian  Holding  Company  Guaranty and Australian  Holding  Company
Guaranty, respectively, do not and will not (i) violate any provision of any law
or any  governmental  rule or  regulation  applicable  to  Company or any of its
Subsidiaries,  the Certificate or Articles of  Incorporation  or Bylaws or other
charter  documents of Company or any of its Subsidiaries or any order,  judgment
or decree of any court or other agency of  government  binding on Company or any
of its  Subsidiaries,  (ii)  conflict  with,  result in a material  breach of or
constitute  (with due notice or lapse of time or both) a material  default under
any Contractual  Obligation of Company or any of its Subsidiaries,  (iii) result
in or require the creation or imposition of any Lien upon any of the  properties
or assets of Company or any of its Subsidiaries  (other than Liens created under
any of the Loan  Documents  in  favor  of  Administrative  Agent  on  behalf  of
Lenders),  or (iv)  require any  approval  of  stockholders  or any  approval or
consent of any Person under any Contractual  Obligation of Company or any of its
Subsidiaries.

                  D.  Binding   Obligation.   This  Amendment  and  the  Amended
Agreement  have been duly  executed  and  delivered  by Company  and each of the
Borrowers and are the legally valid and binding  obligations of Company and each
of the  Borrowers,  enforceable  against  Company and each of the  Borrowers  in
accordance with their respective terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium or similar laws relating to or limiting
creditors'   rights   generally   or  by   equitable   principles   relating  to
enforceability.  The  Canadian  Holding  Company  Guaranty,  when  executed  and
delivered  by  Canadian  Holding  Company  and the  Australian  Holding  Company
Guaranty,  when  executed and  delivered by  Australian  Holding  Company,  will
constitute  the  legally  valid  and  binding  obligation  of  such  guarantors,
enforceable  against such guarantors in accordance with their respective  terms,
except as may be limited by bankruptcy, insolvency,  reorganization,  moratorium
or similar  laws  relating  to or limiting  creditors'  rights  generally  or by
equitable principles relating to enforceability.

                  E. Incorporation of Representations and Warranties From Credit
Agreement.  The  representations  and  warranties  contained in Section 4 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects  on and as of the  Effective  Date to the same extent as though made on
and as of that date,  except to the extent such  representations  and warranties
specifically  relate to an earlier date,  in which case they were true,  correct
and complete in all material respects on and as of such earlier date.

                  F. Absence of Default. No event has occurred and is continuing
or will result from the  consummation of the  transactions  contemplated by this
Amendment  that would  constitute  an Event of Default or a  Potential  Event of
Default.


                                       4
<PAGE>


                  Section 4.  MISCELLANEOUS

                  A.       Reference to and Effect on the Credit Agreement and 
the Other Loan Documents.

                  (i) On and after the  Effective  Date,  each  reference in the
                  Credit Agreement to "this Agreement",  "hereunder",  "hereof",
                  "herein"  or  words of like  import  referring  to the  Credit
                  Agreement,  and each  reference in the other Loan Documents to
                  the "Credit  Agreement",  "thereunder",  "thereof" or words of
                  like import  referring to the Credit  Agreement shall mean and
                  be a  reference  to the  Credit  Agreement  as amended by this
                  Amendment.

                  (ii) Except as  specifically  amended by this  Amendment,  the
                  Credit  Agreement and the other Loan Documents shall remain in
                  full force and effect and are hereby ratified and confirmed.

                  (iii)  The  execution,   delivery  and   performance  of  this
                  Amendment  shall not,  except as  expressly  provided  herein,
                  constitute  a waiver  of any  provision  of, or  operate  as a
                  waiver of any right,  power or remedy of Administrative  Agent
                  or any Lender under,  the Credit Agreement or any of the other
                  Loan Documents.

                  B. Fees and  Expenses.  Company  acknowledges  that all costs,
fees and expenses as described in Section 10.2 of the Credit Agreement  incurred
by  Administrative  Agent and its counsel with respect to this Amendment and the
documents  and  transactions  contemplated  hereby  shall be for the  account of
Company.

                  C. Headings. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

                  D.   Applicable   Law.  THIS  AMENDMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK.

                  E. Counterparts; Effectiveness. This Amendment may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all such  counterparts  together shall constitute but one and the
same  instrument;  signature  pages  may  be  detached  from  multiple  separate
counterparts  and attached to a single  counterpart so that all signature  pages
are  physically  attached to the same  document.  This  Amendment  shall  become
effective upon the execution of a counterpart  hereof by Company,  each Borrower
and Requisite Lenders and receipt by Company and Administrative Agent of written
or  telephonic  notification  of such  execution and  authorization  of delivery
thereof and compliance with the provisions of Section 2 to this Amendment.


                  [Remainder of page intentionally left blank]


                                       5
<PAGE>


                                           
                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be duly  executed  and  delivered  by  their  respective  officers
thereunto duly authorized as of the date first written above.

                                Company:

                                 HOMESTAKE MINING COMPANY


                                By:   
                                Title:


                                U.S. Borrower:
                                HOMESTAKE MINING COMPANY OF CALIFORNIA


                                By: 
                                Title:

                                Canadian Borrower:

                                HOMESTAKE CANADA INC.


                                By:           
                                Title:  




                                Australian Borrowers:

                                HOMESTAKE GOLD OF AUSTRALIA LIMITED


                                By:  
                                Title: 



                                      S-1
<PAGE>


                                 PLUTONIC RESOURCES LIMITED:


                                 By: 
                                 Title:




                                 LENDERS:

                                 THE CHASE MANHATTAN BANK, individually, as 
                                 a U.S. Lender, as an Issuing Lender, and as
                                 Administrative Agent


                                 By:                               
                                 Title:     





                                 THE CHASE MANHATTAN BANK, as an Australian 
                                 Lender


                                 By:                              
                                 Title: 





                                 CHASE SECURITIES AUSTRALIA LIMITED, as 
                                 Australian Administrative Agent


                                 By:                                     
                                 Title:                                    


                                      S-2
<PAGE>


                                 THE   CHASE   MANHATTAN   BANK  OF   CANADA,
                                 individually,  as a Canadian  Lender,  as an
                                 Issuing    Lender,     and    as    Canadian
                                 Administrative Agent.


                                 By:                                    
                                 Title:


                                 AUSTRALIAN AND NEW ZEALAND BANKING GROUP, 
                                 as a U.S. Lender and an Australian Lender


                                 By:                                  
                                 Title:    



                                 THE BANK OF NOVA SCOTIA, as a U.S. Lender


                                 By:                               
                                 Title:    


                                 THE BANK OF NOVA SCOTIA, as a Canadian    
                                 Lender


                                 By: 
                                 Title:            




                                 BANKERS TRUST COMPANY, as a U.S. Lender

                                 By:  
                                 Title:              


                                      S-3
<PAGE>


                                 BT BANK OF CANADA, as a Canadian Lender


                                 By:
                                 Title:   





                                 BANKERS TRUST AUSTRALIA LIMITED, as an 
                                 Australian Lender


                                 By:   
                                 Title: 




                                 CIBC, INC. as a U.S. Lender


                                 By: 
                                 Title:  




                                 CANADIAN IMPERIAL BANK OF COMMERCE, as a 
                                 Canadian Lender


                                 By:
                                 Title:  





                                 CITICORP USA, INC., as a U.S. Lender

                                 By:
                                 Title: 


                                      S-4
<PAGE>


                                 CITIBANK CANADA, as a Canadian Lender

                                 By: 
                                 Title:





                                 CITIBANK LIMITED, as an Australian Lender


                                 By:   
                                 Title:  




                                 CITIBANK N.A., as an Australian Lender


                                 By:  
                                 Title:





                                 CREDIT SUISSE FIRST BOSTON, as a U.S.
                                 Lender


                                 By:                                
                                 Title:                        





                                 CREDIT SUISSE FIRST BOSTON CANADA, as a 
                                 Canadian Lender


                                 By:                     
                                 Title:                 



                                      S-5
<PAGE>


                                 CREDIT SUISSE FIRST BOSTON, as an Australian
                                 Lender


                                 By:                
                                 Title:  




                                 DEUTSCHE BANK, AG, New York Branch and/or
                                 Cayman Islands Branch, as a U.S. Lender


                                 By:                        
                                 Title:     




                                 DEUTSCHE BANK CANADA, as a Canadian Lender

                                 By:                       
                                 Title:                          





                                 DEUTSCHE BANK, AG, ARBN 064 165 162, as an
                                 Australian Lender


                                 By:                              
                                 Title:                          





                                 DRESDNER BANK, AG NEW YORK AND GRAND CAYMAN 
                                 BRANCHES, as a U.S. Lender


                                 By:                         
                                 Title:                    



                                      S-6
<PAGE>


                                 DRESDNER BANK, AG Australian Branch, as an 
                                 Australian Lender


                                 By:                             
                                 Title:                    





                                 MELLON BANK, N.A., as a U.S. Lender


                                 By:                            
                                 Title:                      





                                 MELLON BANK CANADA, as a Canadian Lender


                                 By:                                
                                 Title:     




                                 NM ROTHSCHILD & SONS LIMITED, as a U.S. 
                                 Lender


                                 By:                             
                                 Title:       





                                 NM ROTHSCHILD & SONS LIMITED, as a Canadian
                                 Lender


                                 By:                            
                                 Title:                     



                                      S-7
<PAGE>


                                 REPUBLIC NATIONAL BANK OF NEW YORK, as a 
                                 U.S. Lender


                                 By:                       
                                 Title:                




                                 REPUBLIC NATIONAL BANK OF NEW YORK (CANADA)

                                 By:                       
                                 Title: 




                                 REPUBLIC MASE AUSTRALIA LIMITED, as an 
                                 Australian Lender


                                 By:                           
                                 Title:                      



                                      S-8
<PAGE>


                                 SOCIETE GENERALE, as a U.S. Lender


                                 By:                           
                                 Title:   




                                 SOCIETE GENERALE, as a Canadian Lender


                                 By:                                      
                                 Title:                            




                                 SOCIETE GENERALE AUSTRALIA LIMITED, as an 
                                 Australian Lender


                                 By:                         
                                 Title:                         





                                 UBS AG, STAMFORD BRANCH, as a U.S. Lender


                                 By:                      
                                 Title:                           



                                      S-9
<PAGE>


                                 UBS AG, STAMFORD BRANCH, as a Canadian 
                                 Lender


                                 By:                                    
                                 Title:                          





                                 UBS AG, STAMFORD BRANCH, as an Australian 
                                 Lender


                                 By:                   
                                 Title:                       




                                      S-10