UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q



(x)  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934.



                  For the Quarterly Period Ended June 30, 1999



( )  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934.



               For the transition period from _______ to ________



                          Commission File Number 1-8736



                            HOMESTAKE MINING COMPANY



                             A Delaware Corporation

                   IRS Employer Identification No. 94-2934609



                              650 California Street

                      San Francisco, California 94108-2788

                            Telephone: (415) 981-8150

                            http://www.homestake.com



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.


                           Yes        X                       No   ______
                                 -----------

The number of shares of common stock outstanding as of July 31, 1999 was
260,227,000.*


*    Includes 6,994,000  Homestake Canada Inc.  exchangeable  shares that may be
     exchanged at any time for Homestake common stock on a one-for-one basis.

<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

A.     Condensed Consolidated Balance Sheets (unaudited)
       (In thousands, except per share amount)
<TABLE>
<CAPTION>
                                                                                 June 30,                    December 31,
                                                                                   1999                          1998
                                                                            ----------------              ----------------
<S>                                                                          <C>                           <C>
ASSETS
Current Assets
    Cash and equivalents                                                     $      167,630                $      147,519
    Short-term investments                                                           83,127                       154,346
    Receivables                                                                      41,181                        45,929
    Inventories:
       Finished products                                                             15,011                        13,312
       Ore and in process                                                            44,381                        39,465
       Supplies                                                                      24,056                        26,129
    Deferred income and mining taxes                                                 19,028                        22,792
    Other                                                                             9,128                         5,105
                                                                            ----------------              ----------------
       Total current assets                                                         403,542                       454,597
                                                                            ----------------              ----------------

Property, Plant and Equipment - at cost                                           2,644,178                     2,525,793
    Accumulated depreciation, depletion and amortization                         (1,519,608)                   (1,423,054)
                                                                            ----------------              ----------------
       Property, plant and equipment - net                                        1,124,570                     1,102,739
                                                                            ----------------              ----------------
Investments and Other Assets
    Noncurrent investments                                                           10,054                        12,945
    Other assets                                                                     67,399                        81,616
                                                                            ----------------              ----------------
       Total investments and other assets                                            77,453                        94,561
                                                                            ----------------              ----------------
Total Assets                                                                 $    1,605,565                $    1,651,897
                                                                            ================              ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable                                                         $       34,624                $       43,457
    Accrued liabilities:
       Payroll and other compensation                                                27,779                        31,587
       Reclamation and closure costs                                                 23,295                        23,206
       Other                                                                         29,901                        23,317
    Unrealized (gain) loss on foreign currency exchange contracts                       (28)                       24,003
    Income and other taxes payable                                                    2,066                         3,151
                                                                             ----------------              ----------------
       Total current liabilities                                                    117,637                       148,721
                                                                             ----------------              ----------------

Long-term Liabilities
    Long-term debt                                                                  304,542                       357,410
    Other long-term obligations                                                     167,878                       168,178
                                                                             ----------------              ----------------
       Total long-term liabilities                                                  472,420                       525,588
                                                                             ----------------              ----------------

Deferred Income and Mining Taxes                                                    243,785                       230,567

Minority Interests in Consolidated Subsidiaries                                       7,167                         7,825

Shareholders' Equity
    Capital stock, $1 par value per share:
       Authorized - Preferred: 10,000 shares; no shares outstanding
                  - Common: 450,000 shares
       Outstanding - HCI exchangeable shares: 1999 - 6,998; 1998 - 11,139
                   - Common: 1999 - 253,212; 1998 - 247,483                         253,212                       247,483
    Other shareholders' equity                                                      511,344                       491,713
                                                                            ----------------              ----------------
       Total shareholders' equity                                                   764,556                       739,196
                                                                            ----------------              ----------------
Total Liabilities and Shareholders' Equity                                   $    1,605,565                $    1,651,897
                                                                            ================              ================
</TABLE>

See notes to condensed consolidated financial statements.

                                       2
<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES

B.    Condensed Statements of Consolidated Operations (unaudited)
      (In thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                Three Months Ended June 30,         Six Months Ended June 30,
                                                                     1999              1998             1999              1998
                                                              --------------    --------------   --------------    --------------
<S>                                                           <C>               <C>               <C>               <C>
Revenues
      Gold and ore sales                                      $     169,076     $     210,687     $    328,303      $    405,026
      Sulfur and oil sales                                            5,345             5,665            9,196            11,798
      Interest income                                                 3,629             5,282            7,792             9,558
      Other income                                                   21,290           (26,284)          32,663           (14,790)
                                                              --------------    --------------   --------------    --------------
                                                                    199,340           195,350          377,954           411,592
                                                              --------------    --------------   --------------    --------------
Costs and Expenses
      Production costs                                              123,786           142,749          232,573           278,306
      Depreciation, depletion and amortization                       36,197            37,402           67,859            73,492
      Administrative and general expense                             10,549            11,538           21,746            24,177
      Exploration expense                                            11,651            13,370           21,112            24,634
      Interest expense                                                4,073             5,216            8,618            10,328
      Business combination and integration costs                      3,476            17,934            4,764            20,710
      Write-downs and other unusual charges                           3,500            13,061            3,500            21,940
      Other expense                                                   1,795               419            2,381               798
                                                              --------------    --------------   --------------    --------------
                                                                    195,027           241,689          362,553           454,385
                                                              --------------    --------------   --------------    --------------

Income (Loss) Before Taxes and Minority Interests                     4,313           (46,339)          15,401           (42,793)
Income and Mining Taxes                                              (4,549)            4,878          (17,021)           (2,342)
Minority Interests                                                      352            (1,688)             787            (5,616)
                                                              --------------    --------------   --------------    --------------

Net Income (Loss)                                             $         116     $     (43,149)    $       (833)     $    (50,751)
                                                              ==============    ==============   ==============    ==============



Net Income (Loss) Per Share - Basic and Diluted               $        0.00     $       (0.19)    $      (0.00)     $      (0.22)
                                                              ==============    ==============   ==============    ==============

Average Shares Used in the Computation                              260,084           229,107          259,641           228,907
                                                              ==============    ==============   ==============    ==============

Dividends Paid Per Common Share                               $        0.05     $        0.05     $       0.05      $       0.05
                                                              ==============    ==============   ==============    ==============

</TABLE>

See notes to condensed consolidated financial statements.



                                       3
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



C.  Condensed Statements of Consolidated Cash Flows (unaudited)
    (In thousands)
<TABLE>
<CAPTION>

                                                                                   Six Months Ended June 30,
                                                                                  1999                      1998
                                                                            --------------            --------------
<S>                                                                          <C>                       <C>
Cash Flows from Operations
    Net loss                                                                 $       (833)             $    (50,751)
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                    67,859                    73,492
       Write-downs                                                                  3,500                    13,061
       Gains on asset disposals                                                      (851)                   (1,854)
       Deferred taxes, minority interests and other                                 7,890                   (19,548)
       Effect of changes in operating working capital items                       (29,942)                   48,465
                                                                            --------------            --------------
    Net cash provided by operations                                                47,623                    62,865
                                                                            --------------            --------------

Investment Activities
    Decrease (increase) in short-term investments                                  73,287                   (11,231)
    Capital additions                                                             (35,634)                  (33,873)
    Proceeds from asset sales                                                       2,095                     7,841
    Decrease (increase) in restricted cash                                         11,816                      (429)
    Other                                                                               -                       542
                                                                            --------------            --------------
    Net cash provided by (used in) investment activities                           51,564                   (37,150)
                                                                            --------------            --------------

Financing Activities
    Borrowings                                                                    101,008                         -
    Debt repayments                                                              (162,012)                   (8,083)
    Dividends paid                                                                (12,085)                  (11,933)
    Common shares issued                                                            6,707                     1,038
    Other                                                                               -                     2,531
                                                                            --------------            --------------
Net cash used in financing activities                                             (66,382)                  (16,447)
                                                                            --------------            --------------

Effect of Exchange Rate Changes on Cash and Equivalents                           (12,694)                   (2,197)
                                                                            --------------            --------------

Net Increase in Cash and Equivalents                                               20,111                     7,071

Cash and Equivalents, January 1                                                   147,519                   128,890
                                                                            --------------            --------------

Cash and Equivalents, June 30                                                $    167,630              $    135,961
                                                                            ==============            ==============
</TABLE>


See notes to condensed consolidated financial statements.


                                       4



<PAGE>
                   Homestake Mining Company and Subsidiaries


Notes to Condensed Consolidated Financial Statements (unaudited)

1.   General Information

     The condensed  consolidated  financial  statements include Homestake Mining
     Company and its majority-owned subsidiaries,  and their undivided interests
     in  joint  ventures  (collectively,  "Homestake"  or the  "Company")  after
     elimination of intercompany amounts.

     The  information  furnished in this report  reflects  all normal  recurring
     adjustments  which, in the opinion of management,  are necessary for a fair
     statement of the results for the interim periods. Results of operations for
     interim  periods  are not  necessarily  indicative  of results for the full
     year. These unaudited condensed consolidated financial statements should be
     read in conjunction with the financial statements and notes thereto,  which
     include information as to significant accounting policies, in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1998.

     All dollar amounts are in United States dollars unless otherwise indicated.

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No. 133  ("SFAS  133"),  "Accounting  for
     Derivative  Instruments and Hedging Activities." SFAS 133 requires that all
     derivatives be recognized as assets or liabilities  and be measured at fair
     value.  Gains or  losses  resulting  from  changes  in the  values of those
     derivatives  would be accounted for depending on the use of the derivatives
     and whether they qualify for hedge  accounting as either a fair value hedge
     or a cash flow hedge.  The key criterion  for hedge  accounting is that the
     hedging  relationship  must be highly  effective  in  achieving  offsetting
     changes  in fair  value or cash flows of the  hedging  instruments  and the
     hedged items.  SFAS 133 is effective for fiscal years  beginning after June
     15, 2000 but earlier adoption is permitted. The Company believes that under
     SFAS 133,  changes in unrealized  gains and losses on  Homestake's  foreign
     currency  contracts  will qualify for hedge  accounting  and be deferred in
     other comprehensive  income.  However,  there are many complexities to this
     new standard and the Company  currently is evaluating  the impact that SFAS
     133 will have on reported  operating results and financial position and has
     not yet determined whether it will adopt earlier than January 1, 2001.

2.   Acquisitions

     On April 29, 1999,  Homestake  completed the  acquisition of Argentina Gold
     Corp.  ("Argentina  Gold"),  a  publicly-traded  Canadian gold  exploration
     company, by an exchange of common stock for common stock.  Homestake issued
     20.8 million  common shares to acquire all of the shares of Argentina  Gold
     based on an exchange ratio of 0.545 Homestake  common shares for each share
     of Argentina  Gold. The  transaction has been accounted for as a pooling of
     interests and accordingly,  Homestake's  consolidated  financial statements
     include Argentina Gold for all periods. Argentina Gold's principal asset is
     its 60% interest in the Veladero  property  located in northwest  Argentina
     along the El Indio gold belt.

     The Company recorded business combination expenses of $3.5 million and $4.8
     million,  in  the  three  and  six  month  periods  ended  June  30,  1999,
     respectively,   related  to  this   transaction.   Combined   and  separate
     preacquisition  results  for  Homestake  and


                                       5
<PAGE>
                    Homestake Mining Company and Subsidiaries


     Argentina  Gold for the three months ended March 31, 1999 and for the three
     and six months ended June 30, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
                                                          Argentina
                                      Homestake                Gold
                                      Historical          Historical (a)           Combined
                                   --------------------------------------------------------------
<S>                                    <C>                     <C>                 <C>
Three months ended March 31, 1999:
   Revenues                            $ 178,533               $ 81                $ 178,614
   Net income (loss)                       2,198             (3,147)                    (949)

Three months ended June 30, 1998:
   Revenues                            $ 195,285               $ 65                $ 195,350
   Net loss                              (30,931)           (12,218)                 (43,149)

Six months ended June 30, 1998:
   Revenues                            $ 411,502               $ 90                $ 411,592
   Net loss                              (37,517)           (13,234)                 (50,751)

Shareholders' equity:
   at March 31, 1999                   $ 737,843            $ 6,526                $ 744,369
   at December 31, 1998                  735,832              3,364                  739,196
   at June 30, 1998                      604,748              2,336                  607,084

<FN>
a)       The Argentina Gold historical  results of operations have been adjusted
         to reflect i) United States generally  accepted  accounting  principles
         and the format,  classifications  and accounting  policies  utilized by
         Homestake,  and ii)  translation  into U.S.  dollars  using the average
         exchange rate for each period. Shareholders' equity has been translated
         into U.S. dollars using the end-of-period exchange rates.
</FN>
</TABLE>

     On  April  30,  1998  Homestake   acquired   Plutonic   Resources   Limited
     ("Plutonic"), a publicly-traded Australian gold producer, by an exchange of
     common stock for common stock.  Homestake issued 64.4 million common shares
     to acquire  Plutonic based on an exchange  ratio of 0.34  Homestake  common
     shares for each Plutonic share. The business  combination with Plutonic was
     accounted  for  as  a  pooling  of  interests.   Business  combination  and
     integration  costs of $17.9  million  and  $20.7  million  related  to this
     acquisition  were recorded in the three and six months ended June 30, 1998,
     respectively.


                                       6

<PAGE>
                   Homestake Mining Company and Subsidiaries


3.   Other Income
<TABLE>
<CAPTION>

                                                 Three Months Ended              Six Months Ended
                                                      June 30,                       June 30,
                                              -------------------------       ------------------------
(in millions)                                      1999           1998             1999          1998
                                              ----------    -----------       ----------   -----------
<S>                                               <C>            <C>              <C>           <C>
Gains on asset disposals                          $ 0.7          $ 1.6            $ 0.9         $ 1.9
Gain on sales of Rabbi
    Trust investments                               0.4            0.3              0.4           4.3
Royalty income                                      0.5            0.6              1.1           1.2
Foreign currency
    contract gains (losses)                         9.0          (26.5)            16.9         (22.4)
Foreign currency exchange gains (losses)
    on intercompany advances                        8.9           (4.4)            10.2          (3.5)
Other foreign currency gains (losses)              (0.5)           0.4             (0.3)          0.5
Other                                               2.3            1.7              3.5           3.2
                                              ----------    -----------       ----------   -----------
                                                 $ 21.3         $(26.3)          $ 32.7        $(14.8)
                                              ==========    ===========       ==========   ===========
</TABLE>

4.   Write-downs and Other Unusual Charges

     During the second  quarter of 1999,  the Company  determined  that  further
     participation  in an  exploration  joint  venture  in  Eastern  Europe  was
     unwarranted.  As a result,  Homestake recorded a write-down of $3.5 million
     related to the carrying value of this investment.

     Write-downs  and other  unusual  charges for the three and six months ended
     June 30, 1998 include $13.1 million to write down  exploration  properties,
     including $10.2 million related to property of Argentina Gold.  Write-downs
     and other  unusual  charges  for the six months  ended  June 30,  1998 also
     includes $8.9 million related to the first quarter of 1998 restructuring of
     the Homestake mine in South Dakota.

5.    Comprehensive Income (Loss)
<TABLE>
<CAPTION>
                                                            Three Months Ended               Six Months Ended
                                                                June 30,                          June 30,
                                                     ------------------------------      ----------------------------
(in thousands)                                           1999            1998               1999            1998
                                                     -------------   --------------      ------------   -------------
<S>                                                      <C>             <C>                <C>            <C>
Net Income (Loss)                                        $    116        $ (43,149)         $   (833)      $ (50,751)
Other Comprehensive Income (Loss)
    Currency translation adjustments                       18,104          (33,160)           28,287         (27,401)
    Unrealized losses on securities                            (5)          (1,154)              (40)         (3,448)
                                                     -------------   --------------      ------------   -------------
Total Other Comprehensive Income (Loss)                    18,099          (34,314)           28,247         (30,849)
                                                     -------------   --------------      ------------   -------------

Comprehensive Income (Loss)                              $ 18,215        $ (77,463)          $27,414       $ (81,600)
                                                     =============   ==============      ============   =============
</TABLE>


                                       7

<PAGE>
                   Homestake Mining Company and Subsidiaries

6.   Long-term Debt
<TABLE>
<CAPTION>

                                                                   June 30,            December 31,
(in thousands)                                                       1999                  1998
                                                                --------------------------------------
<S>                                                                   <C>                   <C>
Convertible subordinated notes (due 2000)                             $ 147,640             $ 150,000
Pollution control bonds:
    Lawrence County, South Dakota (due 2032)                             38,000                48,000
    State of California (due 2004)                                       17,000                17,000
Cross-border credit facility (due 2003):
    Canadian dollar-denominated borrowings                              101,902                     -
    Australian dollar-denominated borrowings                                  -               142,410
                                                                --------------------------------------
                                                                      $ 304,542             $ 357,410
                                                                ======================================
</TABLE>

     During the first six months of 1999,  the Company  repurchased  convertible
     subordinated notes having a principal amount of $2.4 million and repaid all
     Australian  dollar-denominated  borrowings  under the  cross-border  credit
     facility (the "credit  facility").  The Company also borrowed C$150 million
     under the credit  facility.  In  addition,  $10 million of the South Dakota
     Waste  Disposal  Bonds were  repaid  from  funds held in trust.  Borrowings
     outstanding  at June 30,  1999  under the  credit  facility  consist of the
     Canadian  dollar-denominated  borrowings of C$150 million.  Interest on the
     Canadian  dollar  borrowings  is  payable  quarterly  and is  based  on the
     Bankers'  Acceptance  discount  rate plus a stamping  fee. At June 30, 1999
     this interest rate was 5.71%.

     The Company has  classified  the  balance of the  convertible  subordinated
     notes,  which mature on June 23, 2000, as long-term  debt since the Company
     has the ability  under the credit  facility,  and the intent,  to refinance
     these obligations for a period longer than one year from June 30, 1999.

7.   Foreign Currency, Gold and Other Commitments

     Foreign Currency Contracts

     Under the Company's foreign currency  protection  program,  the Company has
     entered into a series of foreign  currency option contracts which establish
     trading  ranges  within which the United States dollar may be exchanged for
     foreign currencies by setting minimum and maximum exchange rates.


                                       8
<PAGE>
                   Homestake Mining Company and Subsidiaries


     At June  30,  1999  the  Company  had  foreign  currency  option  contracts
outstanding as follows:
<TABLE>
<CAPTION>

                                                          Expected Maturity or Transaction Date
                                                                                          Total or
US$ in millions                                           1999       2000        2001      Average
                                                        ---------- ----------  ---------  -----------
<S>                                                         <C>        <C>        <C>         <C>
Canadian $ / US $ option contracts:
   US $ covered                                             $61.4      $93.4      $59.1       $213.9
     Written puts, average exchange rate (1)                 0.68       0.69       0.66         0.68
   US $ covered                                             $61.4      $93.4      $63.1       $217.9
     Purchased calls, average exchange rate (2)              0.71       0.72       0.69         0.71
   US $ covered                                             $50.8      $93.4      $35.2       $179.4
     Purchased puts, average exchange rate (3)               0.65       0.65       0.65         0.65

Australian $ / US $ option contracts:
   US $ covered                                             $76.4      $94.1      $23.0       $193.5
     Written puts, average exchange rate (1)                 0.65       0.65       0.60         0.64
   US $ covered                                             $76.4      $94.1      $23.0       $193.5
     Purchased calls, average exchange rate (2)              0.67       0.66       0.63         0.66
   US $ covered                                             $60.5      $83.2      $12.0       $155.7
     Purchased puts, average exchange rate (3)               0.63       0.63       0.61         0.63

<FN>
(1)      Assuming  exercise by the  counter-party  at the  expiration  date, the
         Company would exchange US dollars for Canadian or Australian dollars at
         the put exchange rate. The counter-party  would be expected to exercise
         the option if the spot exchange rate was below the put exchange rate.

(2)      Assuming  exercise by the Company at the  expiration  date, the Company
         would  exchange US dollars for  Canadian or  Australian  dollars at the
         call exchange  rate.  The Company would exercise the option if the spot
         exchange rate was above the call exchange rate.

(3)      Assuming  exercise by the Company at the  expiration  date, the Company
         would exchange US dollars for Canadian or Australian dollars at the put
         exchange  rate.  The  Company  would  exercise  the  option if the spot
         exchange rate was below the put exchange rate.
</FN>
</TABLE>

     Gold and Silver Contracts

     The Company's operations are affected  significantly by the market price of
     gold. Gold prices are influenced by numerous factors over which the Company
     has  no  control,  including  expectations  with  respect  to the  rate  of
     inflation,  the relative  strength of the United  States dollar and certain
     other currencies,  interest rates, global or regional political or economic
     crises,  demand for gold for jewelry and industrial products,  and sales by
     holders and  producers  of gold in response to these  factors.  Homestake's
     current  hedging policy  provides for the use of forward sales contracts to
     hedge up to 30% of each of the  following ten year's  expected  annual gold
     production,  and up to 30% of each of the  following  five year's  expected
     annual silver  production,  at prices in excess of certain targeted prices.
     The policy also provides for the use of combinations of put and call option
     contracts to establish minimum floor prices.


                                       9
<PAGE>
                   Homestake Mining Company and Subsidiaries


     At June 30, 1999 the Company had gold  forward  sales and option  contracts
     outstanding as follows:
<TABLE>
<CAPTION>

                                                        Expected Maturity or Transaction Date
                                       -------------------------------------------------------------------------
                                                                                                        There-      Total or
                                           1999         2000         2001        2002       2003        after       Average
                                       ------------ ------------ -----------  ---------- ---------- ------------ ------------

<S>                                         <C>          <C>         <C>         <C>        <C>          <C>         <C>
US $ denominated contracts:
   Forward sales contracts:
    Ounces                                  54,960       85,080      95,000      95,000     75,000            -      405,040
    Average price ($ per oz.)                 $419         $430        $441        $457       $481            -         $447

   Put options owned:
    Ounces                                 140,000       30,000           -           -          -            -      170,000
    Average price ($ per oz.)                 $282         $350           -           -          -            -         $294

   Call options written:
    Ounces                                       -       15,000           -           -          -            -       15,000
    Average price ($ per oz.)                    -         $395           -           -          -            -         $395

Australian $ denominated contracts: (1)
   Forward sales contracts:
    Ounces                                       -       24,800      24,800      24,800     24,800       50,800      150,000
    Average price (US$ per oz.)                  -         $346        $346        $346       $346         $346         $346

   Put options owned:
    Ounces                                  60,000      120,000     120,000           -          -            -      300,000
    Average price (US$ per oz.)               $333         $342        $352           -          -            -         $344

<FN>
    (1) Expressed in US dollars at an exchange rate of A$ = US$ 0.6576
</FN>
</TABLE>

     During the three and six months  ended June 30, 1999 and 1998,  the Company
     delivered or financially settled the following:
 <TABLE>
<CAPTION>
                                             Three Months Ended                     Six Months Ended
                                                  June 30,                              June 30,
                                        ------------------------------       --------------------------------
                                            1999             1998                 1999              1998
                                        --------------   -------------       ---------------    -------------
<S>                                           <C>             <C>                  <C>              <C>
Gold
   Forward sales contracts
     Ounces                                    27,500          85,900                55,000          238,900
     Average price (US$ per oz.)                 $413            $381                  $411             $353

   Option contracts
     Ounces                                   150,000         225,000               180,000          450,000
     Average price (US$ per oz.)                 $293            $325                  $297             $325

Silver
   Option Contracts
     Ounces                                   830,000               -             1,585,000                -
     Average price (US$ per oz.)                $6.36               -                 $6.35                -
</TABLE>



                                       10
<PAGE>
                   Homestake Mining Company and Subsidiaries


     The Company's gold hedging activities increased  year-to-date June 30, 1999
     revenues by approximately $14 million.

     In July 1999,  the Company closed out US dollar  denominated  forward sales
     contracts  covering  245,016  ounces  maturing in the years 2001,  2002 and
     2003.  The pretax gain of $35  million  realized as a result of this action
     will be  deferred  and  recorded  in  income as the  originally  designated
     production is sold.

8.   Segment Information

     In 1998, the Company  adopted SFAS 131,  "Disclosures  about Segments of an
     Enterprise and Related  Information."  The Company  primarily is engaged in
     gold  mining and  related  activities.  Gold  operations  are  managed  and
     internally reported based on the following geographic areas: United States,
     Australia and Canada.  The Company also has gold operations in Chile, other
     foreign exploration activities and a sulfur operation in the Gulf of Mexico
     which are included in  "Corporate  and All Other."  Within each  geographic
     segment,  operations are managed on a mine-by-mine basis.  However,  due to
     each mine  having  similar  characteristics,  the  Company  has adopted the
     aggregation  approach available under SFAS 131. Segment information for the
     three  and six  months  ended  June 30,  1999 and  1998 is as  follows  (in
     thousands):
<TABLE>
<CAPTION>

                                                      Corporate
                      United                          and All   Reconciling
                      States   Australia    Canada     Other      Items        Total
                    --------------------------------------------------------------------
<S>                   <C>        <C>        <C>        <C>       <C>          <C>
For the three months ended:
    June 30, 1999
    Revenues          $ 51,148   $ 61,382   $ 67,012   $27,462   $  (7,664)   $ 199,340
    Operating
       earnings (loss)   4,433      7,989     15,838    18,761      (7,664)      39,357

    June 30, 1998
    Revenues          $ 63,578   $ 71,860   $ 51,609   $ 8,946      $ (643)   $ 195,350
    Operating
       earnings (loss)   9,672     (5,947)    14,009    (1,892)       (643)      15,199

For the six months ended:
    June 30, 1999
    Revenues         $  93,997  $ 125,734  $ 125,065  $ 43,856   $ (10,698)   $ 377,954
    Operating
       earnings (loss)   7,851     21,366     33,263    25,740     (10,698)      77,522

    June 30, 1998
    Revenues         $ 126,638  $ 145,818  $ 113,702  $ 26,907    $ (1,473)   $ 411,592
    Operating
       earnings (loss)  17,176       (360)    37,914     6,537      (1,473)      59,794

</TABLE>

                                       11
<PAGE>
                  Homestake Mining Company and Subsidiaries


9.   Contingencies

     Environmental Contingencies

     The Comprehensive  Environmental  Response,  Compensation and Liability Act
     ("CERCLA")  imposes heavy  liabilities  on persons who discharge  hazardous
     substances.   The  Environmental  Protection  Agency  ("EPA")  publishes  a
     National  Priorities  List ("NPL") of known or threatened  releases of such
     substances.

     Grants:  Homestake's  former  uranium  millsite near Grants,  New Mexico is
     listed on the NPL.  The total  future  cost for  reclamation,  remediation,
     monitoring and maintaining compliance at the Grants site is estimated to be
     approximately $14 million.

     Pursuant to the Energy Policy Act of 1992, the United States  Department of
     Energy  ("DOE")  is  responsible  for  51.2%  of past and  future  costs of
     reclaiming the Grants site in accordance with Nuclear Regulatory Commission
     license  requirements.  Through June 30, 1999  Homestake had received $27.7
     million from the DOE and the  accompanying  balance  sheet at June 30, 1999
     includes  an  additional  receivable  of $6 million  for the DOE's share of
     reclamation expenditures made by Homestake through 1998. Homestake believes
     that its share of the estimated  remaining  cost of  reclaiming  the Grants
     facility is fully provided in the financial statements at June 30, 1999.

     In 1983,  the  State  of New  Mexico  made a claim  against  Homestake  for
     unspecified  natural resource  damages  resulting from the Grants tailings.
     New Mexico has taken no action to enforce its claim.

     Whitewood Creek: Deposits of tailings along an 18-mile stretch of Whitewood
     Creek formerly  constituted a site on the NPL.  Whitewood  Creek was a site
     where  mining  companies  operating  in the  Black  Hills of South  Dakota,
     including  Homestake,  placed mine  tailings  beginning  in the  nineteenth
     century. Some tailings placed in Whitewood Creek eventually flowed into the
     Belle Fourche River, the Cheyenne River and Lake Oahe. Homestake ceased the
     placement of mine tailings into  Whitewood  Creek in 1977 and for more than
     21 years the  Homestake  mine has  impounded all mine tailings that are not
     redeposited in the mine. The site was deleted from the NPL in 1996.

     In  September  1997,  the State of South  Dakota  filed an  action  against
     Homestake, alleging that Homestake's disposal of mine tailings in Whitewood
     Creek  resulted in injuries to natural  resources  in  Whitewood  Creek and
     downstream  receiving waters.  The complaint also contained a pendent state
     law claim,  alleging  that the  tailings  constitute  a  continuing  public
     nuisance.  The complaint asks for abatement of the nuisance,  damages in an
     unascertained amount,  litigation costs and interest. In November 1997, the
     United States  government  and the Cheyenne River Sioux Tribe (the "Federal
     Trustees")  filed a similar action alleging  injuries to natural  resources
     and seeking  response  costs,  damages in unspecified  amounts,  litigation
     costs and attorneys fees. In its answers,  Homestake  denies that there has
     been any continuing  damage to natural resources or nuisance as a result of
     the  placement  of  tailings  in  Whitewood   Creek.   Homestake  has  also
     counterclaimed  against the State of South Dakota and the Federal  Trustees
     seeking cost recoupment, contribution and indemnity.


                                       12
<PAGE>
                  Homestake Mining Company and Subsidiaries


     Homestake,  the State of South Dakota and the Federal  Trustees  engaged in
     settlement   discussions  with  respect  to  these  actions  and  a  global
     settlement  has been reached among the parties.  The  settlement  agreement
     provides  for  Homestake to pay $4 million to be shared  equally  among the
     United States  government, the State of South Dakota and the Cheyenne River
     Sioux  Tribe (the  "Tribe")  and  used for  natural  resource  restoration.
     Additionally,  it provides  for  Homestake to deed 400 acres of land to the
     Tribe  for   noncommercial   use,   provide   $500,000  to  the  Tribe  for
     environmental  monitoring on the  reservation  and to assign  certain water
     rights to the State of South  Dakota.  The United  States  government  will
     receive $500,000 for damage assessment costs and a land exchange for Bureau
     of Land  Management  land  believed  to be impacted  by mine  tailings.  In
     exchange  for the  covenants  and  releases  provided to  Homestake  by the
     trustees,  all of Homestake's  counterclaims  will be dismissed.  Homestake
     accrued the estimated cost of the  settlement  agreement in the third
     quarter of 1998.

     A proposed  Consent  Decree  settling  federal,  state and  tribal  natural
     resource  damage  claims for  tailings  released  from  Homestake's  mining
     operations  was  lodged  with the  United  States  District  Court  for the
     District of South Dakota on July 9, 1999.

     Other Contingencies

     In  addition  to the  above,  the  Company  is party to legal  actions  and
     administrative proceedings and is subject to claims arising in the ordinary
     course of business.  The Company  believes the disposition of these matters
     will not have a  material  adverse  effect  on its  financial  position  or
     results of operations.

10.  Homestake Canada Inc. ("HCI")

     On December 3, 1998  Homestake  completed the  acquisition  of the 49.4% of
     Prime Resources Group Inc. ("Prime") it did not already own. Under the Plan
     of Arrangement,  Prime  shareholders  had the option of receiving 0.74 of a
     Homestake common share or 0.74 of an HCI exchangeable  share for each Prime
     share. Each HCI exchangeable share is exchangeable for one Homestake common
     share at any time at the option of the holder and has  essentially the same
     voting,  dividend  (payable in  Canadian  dollars),  and other  rights as a
     Homestake  common  share.  A share of  special  voting  stock was issued to
     Montreal  Trust  Company  of  Canada,  in trust for the  holders of the HCI
     exchangeable   share,  and  provides  the  mechanism  for  holders  of  HCI
     exchangeable  shares to receive voting rights in Homestake.  Homestake owns
     all of HCI's  common  shares  outstanding.  At June 30, 1999, 7 million HCI
     exchangeable shares outstanding were held by the public.

     On April 29, 1999, Homestake Mining Company issued common stock in exchange
     for  the  common  stock  of  Argentina  Gold,  a  publicly-traded  Canadian
     exploration company, in a business  combination  accounted for as a pooling
     of interests.  The investment in Argentina Gold was then transferred to HCI
     in exchange for an intercompany  note payable by HCI to its parent company.
     This transfer was accounted for as a purchase and  accordingly,  the assets
     transferred  were  recorded in the books of HCI at fair market  value as of
     the transfer date.

                                       13
<PAGE>
                  Homestake Mining Company and Subsidiaries


     Summarized  consolidated financial information for HCI, including Argentina
     Gold for all periods presented, is as follows:
<TABLE>
<CAPTION>

                                                    June 30,            December 31,
                                                      1999                  1998
                                                 ----------------     ------------------
<S>                                                     <C>                   <C>
Current assets                                          $ 51,367              $ 151,593
Noncurrent assets                                        714,607                526,463
                                                 ----------------     ------------------
      Total assets                                     $ 765,974              $ 678,056
                                                 ================     ==================

Notes payable to the Company                           $ 323,922              $ 144,002
Other current liabilities                                 21,772                 41,839
Long-term debt                                           101,902                      -
Other long-term liabilities                               14,621                 15,882
Deferred income and mining taxes                         209,702                193,074
Redeemable preferred stock
      held by the Company                                      -                 36,167
Shareholders' equity                                      94,055                247,092
                                                 ----------------     ------------------
      Total liabilities and
          shareholders' equity                         $ 765,974              $ 678,056
                                                 ================     ==================
</TABLE>

<TABLE>
<CAPTION>
                                         Three Months Ended                         Six Months Ended
                                               June 30,                                  June 30,
                               ----------------------------------        ----------------------------------
                                      1999               1998                   1999               1998
                               ---------------     --------------        ---------------    ---------------

<S>                                  <C>                <C>                   <C>                <C>
Total revenues                       $ 68,032           $ 51,674              $ 126,031          $ 113,792
Costs and expenses                     64,079             54,376                113,778             97,164
                               ---------------     --------------        ---------------    ---------------
Income (loss) before taxes
   and minority interests             $ 3,953           $ (2,702)              $ 12,253           $ 16,628
                               ===============     ==============        ===============    ===============

Net loss                             $ (1,559)         $ (10,841)                $ (755)          $ (6,937)
                               ===============     ==============        ===============    ===============
</TABLE>


                                       14
<PAGE>
                  Homestake Mining Company and Subsidiaries


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

(Unless  specifically  stated otherwise,  the following  information  relates to
amounts included in the consolidated  financial statements without reduction for
minority  interests.  Homestake reports per ounce production costs in accordance
with the "Gold Institute Production Cost Standard.")

         The  following  provides   information  which  management  believes  is
relevant to an  assessment  and  understanding  of  Homestake  Mining  Company's
("Homestake" or the "Company")  consolidated results of operations and financial
condition.  The discussion  should be read in conjunction  with the Management's
Discussion and Analysis included in Homestake's 1998 Annual Report on Form 10-K.

         On April 29, 1999 Homestake acquired  Argentina Gold Corp.  ("Argentina
Gold"),  a Canadian  gold  exploration  company.  Homestake  issued 20.8 million
common  shares,  valued at  approximately  $190  million,  to acquire all of the
shares of Argentina Gold.  Argentina  Gold's principal asset is its 60% interest
in the Veladero property located in northwest  Argentina along the El Indio gold
belt. This business combination was accounted for as a pooling of interests, and
accordingly,  the Company's  consolidated financial statements include Argentina
Gold for all periods.

RESULTS OF OPERATIONS

SUMMARY

         Homestake  recorded net income of $0.1 million  ($0.00 per share) and a
net loss of $0.8  million  ($0.00 per share) in the quarter and six months ended
June 30, 1999 compared with losses of $43.1 million  ($0.19 per share) and $50.8
million  ($0.22 per share) in the  respective  1998 periods.  Second quarter and
year-to-date  results in 1999 include  after-tax foreign currency exchange gains
of $13.9  million  ($0.05  per  share)  and $20.2  million  ($0.08  per  share),
respectively,  and  non-recurring  charges of $7.8 million ($0.03 per share) and
$9.1 million ($0.04 per share),  respectively.  Second quarter and  year-to-date
results in 1998 include  after-tax  foreign  currency  exchange  losses of $20.4
million ($0.09 per share) and $16.9 million ($0.07 per share), respectively, and
non-recurring  charges of $27.8  million  ($0.12  per  share) and $36.4  million
($0.16 per share), respectively.

After-tax non-recurring charges are as follows:
<TABLE>
<CAPTION>

                                                             Three Months Ended       Six Months Ended
                                                                June 30,                   June 30,
(in millions)                                              1999        1998           1999        1998
                                                         ---------   ---------      ---------   ----------
<S>                                                         <C>         <C>            <C>         <C>
Business combination and integration cost                   $ 3.5       $15.0          $ 4.8       $ 17.7
Exploration property write-downs                              3.5        12.8            3.5         12.8
Severance and other termination costs                         0.8           -            0.8            -
Homestake mine restructuring charges                            -           -              -          5.9
                                                         ---------   ---------      ---------   ----------
                                                            $ 7.8       $27.8          $ 9.1       $ 36.4
                                                         =========   =========      =========   ==========
</TABLE>

                                       15
<PAGE>
                  Homestake Mining Company and Subsidiaries


         Excluding the effect of non-recurring  items and foreign exchange gains
and losses,  the Company  incurred net losses of $6.0 million  ($0.02 per share)
and $11.9 million ($0.05 per share) in the quarter and six months ended June 30,
1999 compared with net income of $5.1 million ($0.02 per share) and $2.5 million
($0.01 per share) in the  respective  periods in 1998.  The  current  year's net
losses reflect lower realized gold prices and sales volumes, offset partially by
a reduction in unit operating costs.

GOLD OPERATIONS

         Homestake's  hedging  policy  provides  for  the use of  forward  sales
contracts to hedge up to 30% of each of the following ten year's expected annual
gold  production,  and up to 30% of each of the following  five year's  expected
annual silver  production,  at prices in excess of certain targeted prices.  The
policy  also  provides  for  the use of  combinations  of put  and  call  option
contracts to establish minimum floor prices.

         Homestake  delivered or  financially  settled  forward sales and option
contracts  for  177,500  ounces  of gold at an  average  price of $312 per ounce
during the second quarter of 1999 and 235,000 ounces of gold at an average price
of $324 per ounce during the first half of 1999. This compares to the prior year
when  Homestake  delivered  or  financially  settled  forward  sales and  option
contracts  for  310,900  ounces  of gold at an  average  price of $340 per ounce
during the 1998 second  quarter and 688,900  ounces at an average  price of $335
per ounce during the first half of 1998. Homestake also delivered or financially
settled  option  contracts  for 830,000  ounces of silver at $6.36 per ounce and
1,585,000  ounces at $6.35 per ounce,  during the second  quarter and first half
periods of 1999, respectively.  The Company's gold and silver hedging activities
increased  second  quarter  and first half 1999  revenues  by  approximately  $8
million and $14 million, respectively. The estimated fair value of the Company's
gold and  silver  hedging  position  at June 30,  1999  was  approximately  $103
million.

         In July 1999,  the  Company  closed out US  dollar-denominated  forward
sales  contracts  covering  245,016 ounces  maturing in the years 2001, 2002 and
2003. The pretax gain of $35 million realized as a result of this action will be
deferred and recorded in income as the originally designated production is sold.

         A significant  portion of the Company's operating expenses are incurred
in Australian and Canadian currencies.  The Company's  profitability is impacted
by  fluctuations  in these  currencies'  exchange  rates  relative to the United
States dollar.  Under its foreign currency protection  program,  the Company has
entered  into a series of foreign  currency  option  contracts  which  establish
trading  ranges  within  which the United  States  dollar may be  exchanged  for
Australian  and  Canadian  dollars.  In the three and six months  ended June 30,
1999, the Company recorded gains of $9 million and $16.9 million,  respectively,
on these  contracts.  At June 30, 1999, the Company had a net unrealized gain of
$28 thousand on open contracts under this program.

         Revenues from gold,  ore and  concentrate  sales totaled $169.1 million
and  $328.3  million  during the  second  quarter  and first six months of 1999,
respectively,  compared  to $210.7  million and $405  million in the  comparable
periods of 1998.  Lower 1999 revenues reflect lower average realized gold prices
and lower sales volumes.  During the three and six-month  periods ended June 30,
1999, 630,900 and 1,185,000 gold equivalent ounces were sold at average realized
prices of $283 per ounce and $290 per ounce, respectively. This compares to gold
equivalent  sales of 693,800


                                       16
<PAGE>

                  Homestake Mining Company and Subsidiaries


ounces  and  1,332,500  ounces at an  average  realized  price of $316 per ounce
during the comparable periods in 1998.

         Consolidated  gold  production for the second quarter and first half of
1999 was 627,300 ounces and 1,186,300 ounces, respectively,  compared to 650,400
ounces and 1,291,700 ounces,  respectively,  in the comparable  periods of 1998.
Lower  consolidated  production  was  due  to  declines  in  production  at  the
Homestake, Snip and Kalgoorlie operations and the absence of production from the
closed Mt Morgans mine, partially offset by higher production at the Eskay Creek
and Darlot mines.

         Production  costs for the three and  six-month  periods  ended June 30,
1999 declined to $123.8 million and $232.6  million,  respectively,  from $142.7
million and $278.3 million for the similar periods in 1998.  Lower costs reflect
ongoing cost containment efforts at the Company's  operations as well as reduced
production.  Total cash costs per ounce during the 1999 second quarter and first
half periods declined by 3% and 6%, respectively, to $195 per ounce and $194 per
ounce, from the corresponding periods of 1998.

United States

         Gold production from United States  operations  decreased 9% percent to
165,400  ounces in the second  quarter of 1999 compared to 182,600 ounces in the
second  quarter of 1998.  Second quarter  weighted-average  total cash costs per
ounce  declined 7% to $201 in 1999 from $216 in 1998,  resulting  primarily from
lower cash costs per ounce at the Ruby Hill mine and a reduction  in  production
at the higher-cost Homestake and Pinson mines.

         At the Homestake mine in South Dakota,  a 19 percent  decline in second
quarter 1999 gold  production  to 57,100  ounces  compared to 1998  reflects the
completion of mining at the Open Cut during the fourth  quarter of 1998,  offset
partially by processing of residual  stockpiled ore.  Processing from stockpiles
is  expected  to continue  into the fourth  quarter of 1999.  Cash costs for the
three months ended June 30, 1999  declined  slightly to $253 per ounce from $256
per ounce in the prior year as cost containment  efforts and improved ore grades
resulting from reduced mining dilution in the underground  operations offset the
impact of the lower production.  At the Ruby Hill mine near Eureka, Nevada, gold
production increased 9% to 33,100 ounces at a total cash cost of $100 per ounce
in the second  quarter of 1999  compared to 30,400 ounces at a cash cost of $123
per ounce in the second  quarter of 1998.  Ruby Hill continues to be Homestake's
lowest cash cost operation.  The McLaughlin mine in northern California produced
33,600  ounces from residual  stockpiled  ore during the three months ended June
30, 1999 compared to 34,800 ounces in the comparable  quarter of 1998. The lower
production  reflects lower grade and throughput,  partially  offset by increased
recovery.  Cash  costs per ounce  declined  2% due to reduced  operating  costs.
Homestake's  share of  production at the Round  Mountain mine in central  Nevada
declined  to 35,400  ounces at a total  cash cost of $206 per ounce  during  the
second  quarter of 1999 from 36,500  ounces at a cash cost of $194 per ounce for
the same period in 1998.  Lower production and higher total cash costs per ounce
primarily are attributable to mining equipment being diverted for the removal of
higher-than-normal overburden. Mining at the Pinson mine near Winnemucca, Nevada
ceased  in  January  1999 due to  continuing  low  gold  prices  and  production
shortfalls.  Work is ongoing to recontour,  cover and  revegetate the waste rock
piles and tailings facility, and to neutralize the leach pads.

                                       17
<PAGE>

                 Homestake Mining Company and Subsidiaries

Canada

         Canadian  gold  production  increased  to 259,700  ounces in the second
quarter  of 1999  compared  to  233,400  ounces in the  second  quarter of 1998,
primarily due to increased production at the Eskay Creek mine. During the second
quarter of 1999,  the  weighted  average  total cash costs  declined to $160 per
ounce  compared  to $163 per  ounce in 1998 as a result of a 2%  decline  in the
Canadian  currency in relation to the United States dollar.  On a local currency
basis, total cash costs per ounce remained the same.

         Production  at the Eskay Creek mine in British  Columbia  increased  to
162,900 gold equivalent ounces in the second quarter of 1999 compared to 130,000
gold  equivalent  ounces  in 1998  primarily  as a result of  increased  ore and
concentrate  shipments and improved  recovery in the mill,  partially  offset by
slightly  lower ore  grades.  Total cash costs of $135 per ounce for the quarter
were  essentially  unchanged  from the  second  quarter  of 1998.  At the  Hemlo
district's  Williams  and  David  Bell  mines,  Homestake's  50% share of second
quarter  1999 and 1998  production  totaled  73,200  ounces and  73,800  ounces,
respectively.  Total cash costs increased  slightly to $202 per ounce during the
second  quarter of 1999  compared to $200 per ounce in the prior  year.  In June
1999,  milling  operations  at David  Bell  were  suspended  and ore  from  both
operations now is processed  through the Williams mill.  Homestake and its joint
venture partner expanded the Williams  processing facility and expect to achieve
a $5  per  ton  cost  savings  on  processing  David  Bell  ore as a  result  of
decommissioning  the  David  Bell  processing  plant.  All  mining  and  milling
activities at the Snip mine in British Columbia were completed during the second
quarter of 1999 as the mine's  reserves were  depleted.  Reclamation  activities
have commenced at the minesite.

Australia

         Production  from  Australian  operations,  all of which are  located in
Western Australia, decreased to 196,200 ounces during the second quarter of 1999
compared to 227,900 ounces in the second quarter of 1998. This decline primarily
was due to lower  production  at the  Kalgoorlie  operations  and the absence of
production  from  the  closed  Mt  Morgans  mine,  partially  offset  by  higher
production at the Darlot mine.  Weighted-average  total cash costs  increased to
$236 per ounce during the second  quarter of 1999 from $229 per ounce during the
second  quarter  of 1998 due to a 4%  increase  in the  average  Australian/U.S.
dollar  exchange rate. The exchange rate  fluctuation  increased  second quarter
1999 cash costs by approximately $9 per ounce compared to 1998.

         Homestake's 50% share of gold production from the Kalgoorlie operations
declined by 30% to 72,900 ounces  during the second  quarter of 1999 compared to
104,800 ounces in the  corresponding  period of 1998 as a result of reduced mill
throughput and grade.  Second quarter 1999 mill  throughput was 16 percent lower
than in 1998 as mill  capacity was limited to 65% by reduced  rotation  speed of
the  Fimiston  SAG mill to  minimize  stress  on its  cracked  ring  gear and by
unplanned  downtime to repair a crack in the ball mill girth gear. The ring gear
was  replaced in May 1999.  In  addition,  the grade of ore blocks  mined in the
current mining sequence was 10% lower than the ore grade mined during the second
quarter of 1998.  Total cash costs increased by $59 to $278 per ounce during the
second quarter of 1999 from $219 per ounce during the second quarter of 1998 due
to the lower gold production and a temporary increase in mining costs associated
with an interim mining agreement with the contract miner.

                                       18
<PAGE>

               Homestake Mining Company and Subsidiaries


Kalgoorlie operations will begin the transition to owner mining during the third
quarter of 1999.  Homestake  expects the benefit of owner  mining to reduce cash
costs by  approximately  $26 per ounce.  However,  the benefit will not be fully
reflected in cash costs until early in 2000. In July 1999, a 40-person reduction
in workforce at the Mt Charlotte  underground  mine was  announced.  Development
will be suspended and  activities  will  concentrate on mining the developed ore
blocks.  Ore currently is available to provide  production from Mt Charlotte for
approximately  one year.

         Gold  production at the Plutonic mine totaled  57,200 ounces at a total
cash cost of $237 per ounce in the  second  quarter of 1999  compared  to 55,700
ounces at a cash  cost of $247 per ounce in the  second  quarter  of 1998.  Cash
costs per ounce declined  primarily due to lower labor and supply costs.  During
the second quarter of 1999,  gold production at the Darlot mine increased by 84%
to 27,100  ounces from 14,700  ounces in the  corresponding  period of the prior
year.  Total cash costs during the second quarter of 1999 were $214 per ounce, a
reduction  of $75 per  ounce  compared  to the  corresponding  period  in  1998.
Improved   performance  is  attributable   to  increased   production  from  the
higher-grade  Centenary  orebody  which has  increased  the overall grade of ore
processed  during the second quarter of 1999 by 84% over the comparable  quarter
of the prior year.  The capacity of both the gravity and  leaching  circuits was
expanded to accommodate the higher grades from the underground orebodies. At the
Lawlers mine,  second quarter 1999 gold production of 32,500 ounces increased by
6% compared  to 30,800  ounces  produced  during the  comparable  period in 1998
primarily due to higher throughput and recovery. Second quarter total cash costs
were reduced by $32 per ounce to $171 per ounce  compared to the similar  period
in 1998 due to higher  tonnage  processed at similar  grades and  reductions  in
operating  costs.  Homestake's 67% share of production at the Peak Hill mine was
4% below the same period in 1998. Final reclamation has commenced and processing
of residual stockpiles will continue through October 1999.

Main Pass 299

         Revenues from Main Pass 299  operations in the first six months of 1999
decreased to $9.2  million  compared to revenues in the first six months of 1998
of $11.8  million,  and  first  half 1999  operating  losses  were $1.9  million
compared to losses of $1.7 million in the comparable 1998 period. The lower 1999
results reflect decreased sales volumes and higher per-unit production costs for
both sulfur and oil,  partially  offset by higher  sulfur sales prices and lower
depreciation charges as the oil assets have been fully depreciated. Sulfur sales
decreased to 66,200 long tons at an average realized price of $64 per ton during
the 1999 second  quarter from 77,900 long tons at an average  realized  price of
$58 during the 1998 second quarter.

Other income for the three and six months ended June 30, 1999  includes  foreign
currency  exchange gains of $17.4 million and $26.8 million,  respectively.  The
foreign  currency  exchange  gains in the six month period include $16.9 million
related to foreign  currency  exchange  options and $9.9 million  primarily  for
intercompany  advances.  Other  income  for the six months  ended June 30,  1998
includes foreign currency exchange losses of $25.4 million,  including losses of
$22.4 million related to foreign currency exchange  options,  and gains on sales
of investments of $4.3 million.

Depreciation,  depletion  and  amortization  expense  decreased to $67.9 million
during the six months ended 1999  compared to $73.5  million for the  comparable
1998 period.

                                       19
<PAGE>
               Homestake Mining Company and Subsidiaries


The decrease primarily reflects write-downs of property,  plant and equipment at
the Homestake and Mt Charlotte mines during the third quarter of 1998, partially
offset by an  increase  in  depreciation  expense  at the Eskay  Creek mine as a
result of the December 1998 acquisition of the Prime minority interests.

Administrative  and general  expense  declined to $21.7  million  during the six
months  ended June 30,  1999  compared  to $24.2  million  during the prior year
primarily as a result of cost reduction efforts.  In addition,  in July 1999 the
Company  announced  a 10%  reduction  of  overhead  cost,  that  along  with the
reduction of exploration expense discussed below, is expected to reduce costs by
$25-$30 million annually.

Exploration  expense for the first six months of 1999 decreased to $21.1 million
from $24.6 million during the 1998 first half. As a result of lower gold prices,
the Company has  initiated  exploration  and corporate  overhead cost  reduction
programs.  Exploration expenditures will be reduced by over 45% to an annualized
level of approximately  $25 million.  Exploration  field offices in Peru, Brazil
and Eastern  Europe have been closed.  Ongoing  expenditures  will be devoted to
more advanced  exploration  projects that have the greatest prospect of creating
commercially viable mines.

Income and mining tax  expense  for the six months  ended June 30,  1999 was $17
million  compared to $2.3  million for the same period in 1998.  The increase in
tax expense resulted from the increase in pretax income and a one-time charge of
approximately  $3  million  related  to the  repatriation  of cash to the United
States from the Company's Canadian subsidiaries.  In addition to the increase in
US taxes as a result of the repatriation of cash, the consolidated effective tax
rate of 111%  during the first  six months of 1999  reflects the geographic mix
of pretax  income and  losses,  and  acquisition  costs and other  nondeductible
expenses for which no tax benefit was recorded. Homestake had pretax earnings in
Canada and  Australia,  which are subject to high rates of tax and pretax losses
in other  foreign  jurisdictions  on which it was unable to record a tax benefit
due to the  uncertainty  of  realization.  The  consolidated  effective tax rate
during  the  first  six  months  of 1998 was 5% as  benefits  related  to losses
incurred in the United States and Australia were more than offset by tax expense
recorded on Canadian earnings.  The Company's  consolidated effective income and
mining  tax rate will  fluctuate  depending  on the  geographical  mix of pretax
income.

Minority interests:  For the first six months of 1999, minority interests' share
of losses in  consolidated  subsidiaries  was $0.8 million  compared to minority
interests'  share of income in consolidated  subsidiaries of $5.6 million in the
first six months of 1998. The decrease in minority interests' share of income is
due to Homestake's  December 1998 acquisition of the minority interests of Prime
Resources Group Inc.

         The following chart details  Homestake's gold production and total cash
costs per ounce by location,  and consolidated  revenue and production costs per
ounce.


                                       20
<PAGE>

              Homestake Mining Company and Subsidiaries

<TABLE>
<CAPTION>

                                                                     Production
                                                                (Ounces in thousands)
                                                  Three Months Ended              Six Months Ended
                                                       June 30,                         June 30,
Mine (Percentage interest)                       1999          1998               1999          1998
-------------------------------           --------------------------       --------------------------
<S>                                             <C>          <C>                <C>           <C>
Homestake (100)                                  57.1          70.4              102.8         146.4
Ruby Hill (100)                                  33.1          30.4               58.3          61.0
McLaughlin (100)                                 33.6          34.8               63.8          64.9
Round Mountain (25)                              35.4          36.5               65.2          69.5
Pinson (50)                                       1.3           4.5                4.9          10.9
Marigold (33)                                     4.9           6.0               12.8          12.2
                                          ------------   -----------       ------------   -----------
    Total United States                         165.4         182.6              307.8         364.9

Eskay Creek (100) (1)                           162.9         130.0              286.4         271.1
Williams (50)                                    53.8          50.9              105.7          95.6
David Bell (50)                                  19.4          22.9               38.1          41.1
Quarter Claim (25)                                2.8           2.8                5.6           5.6
Snip (100) (2)                                   20.8          26.8               41.9          50.5
                                          ------------   -----------       ------------   -----------
     Total Canada                               259.7         233.4              477.7         463.9

Kalgoorlie (50)                                  72.9         104.8              155.9         198.9
Plutonic (100)                                   57.2          55.7              105.5         112.0
Darlot (100)                                     27.1          14.7               55.0          30.3
Lawlers (100)                                    32.5          30.8               59.8          62.4
Peak Hill (67)                                    6.5           6.8               12.0          12.6
Mt Morgans (80)                                     -          15.1                  -          34.6
                                          ------------   -----------       ------------   -----------
     Total Australia                            196.2         227.9              388.2         450.8

Agua de la Falda (51)                             6.0           6.5               12.6          12.1
                                          ------------   -----------       ------------   -----------
Total Production                                627.3         650.4            1,186.3       1,291.7
Minority Interests                                  -         (77.5)                 -        (158.9)
                                          ------------   -----------       ------------   -----------
Homestake's Share                               627.3         572.9            1,186.3       1,132.8
                                          ============   ===========       ============   ===========
</TABLE>

                                       21
<PAGE>
              Homestake Mining Company and Subsidiaries
<TABLE>
<CAPTION>

                                                                       Total Cash Costs
                                                                      (Dollars per ounce)

                                                  Three Months Ended                     Six Months Ended
                                                         June 30,                          June 30,
Mine (Percentage interest)                           1999           1998               1999            1998
----------------------------------            ---------------------------       ----------------------------
<S>                                                  <C>            <C>                <C>             <C>
United States
   Homestake (100)                                   $253           $256               $261            $250
   Ruby Hill (100)                                    100            123                109             126
   McLaughlin (100)                                   196            201                219             216
   Round Mountain (25)                                206            194                202             200
   Pinson (50)                                        241            447                242             374
   Marigold (33)                                      260            261                216             253

Canada
   Eskay Creek (100) (3)                              135            134                129             127
   Williams (50)                                      205            209                212             226
   David Bell (50)                                    193            180                204             206
   Quarter Claim (25)                                 166            169                164             170
   Snip (100) (3)                                     203            203                208             213

Australia
   Kalgoorlie (50) (4)                                278            219                242             239
   Plutonic (100)                                     237            247                249             256
   Darlot (100)                                       214            289                194             312
   Lawlers (100)                                      171            203                167             195
   Peak Hill (67)                                     179            253                178             278
   Mt Morgans (80)                                      -            222                  -             227

Chile
   Agua de la Falda (51)                              176            191                195             202
                                              ------------   ------------       ------------    ------------
Weighted Average                                     $195           $201               $194            $207
                                              ============   ============       ============    ============

</TABLE>



                                       22
<PAGE>
              Homestake Mining Company and Subsidiaries

<TABLE>
<CAPTION>

                                            Three Months Ended              Six Months Ended
                                                  June 30,                        June 30,
Per Ounce of Gold                           1999          1998              1999           1998
                                      -------------------------      ---------------------------
<S>                                         <C>           <C>               <C>            <C>
Revenue                                     $283          $316              $290           $316
                                      =========================      ===========================

Per Ounce Costs
Cash Operating Costs (5)                    $190          $198              $190           $204
Other Cash Costs (6)                           5             3                 4              3
                                      -------------------------      ---------------------------
     Total Cash Costs                        195           201               194            207
Noncash Costs  (7)                            54            56                54             56
                                      -------------------------      ---------------------------
     Total Production Costs                 $249          $257              $248           $263
                                      =========================      ===========================

<FN>

(1)  Ounces produced are expressed on a gold equivalent basis and include 90,300
     (70,000  in 1998)  ounces of gold and 3.8  million  (3.1  million  in 1998)
     ounces of silver contained in ore and concentrates  sold to smelters in the
     second  quarter,  and  160,500  (143,400  in 1998)  ounces  of gold and 6.7
     million  (6.3  million  in 1998)  ounces  of  silver  contained  in ore and
     concentrates sold to smelters in the six month period.

(2)  Includes ounces of gold contained in dore and concentrates.

(3)  For  comparison  purposes,  total  cash costs per ounce  include  estimated
     third-party  costs  incurred  by  smelter  owners  and  others  to  produce
     marketable gold and silver.

(4)  Includes  the  effect  of  insurance  proceeds  received  and  credited  to
     processing  costs of $2.6  million  and  $4.6  million  in the 1999  second
     quarter and six month periods, respectively.

(5)  Cash operating costs are costs directly related to the physical  activities
     of producing  gold;  includes  mining,  milling,  third-party  smelting and
     in-mine drilling expenditures that are related to production.

(6)  Other cash costs are costs that are not directly related to, but may result
     from, gold production; includes production taxes and royalties.

(7)  Noncash  costs are costs that  typically are accounted for ratably over the
     life of an operation; includes depreciation,  depletion, accruals for final
     reclamation.  Noncash  costs do not include  amortization  of  additions to
     property   resulting  from  SFAS  109  deferred  tax  purchase   accounting
     adjustments,  as these additions did not involve any economic  resources of
     the Company.
</FN>
</TABLE>


                                       23

<PAGE>
              Homestake Mining Company and Subsidiaries


LIQUIDITY AND CAPITAL RESOURCES

         Cash provided by operations  totaled $47.6 million during the first six
months of 1999  compared to $62.9  million  during the first six months of 1998.
Working capital at June 30, 1999 amounted to $285.9 million,  including cash and
equivalents and short-term investments of $250.8 million.

         Capital  expenditures  of $35.6 million  during the first six months of
1999  compare  to capital  expenditures  of $33.9  million  during the first six
months of 1998. Capital  expenditures in 1999 include  approximately $18 million
at the Plutonic,  Darlot and Lawlers mines primarily for underground development
work.  The  balance  of the  1999  capital  expenditures  primarily  relates  to
underground  mobile  mining  equipment  purchases  at  the  Homestake  mine  and
sustaining  capital at the Company's other operating  mines.  Capital  additions
during 1998 include $13.7 million primarily for underground  development work at
the Plutonic and Darlot mines.  Capital  expenditures  for the remainder of 1999
are  expected to total  approximately  $72  million.  In addition to  sustaining
capital,  planned  expenditures  include  approximately  $30  million to acquire
equipment  for owner  mining at the Super Pit that may be financed  with capital
leases if favorable terms can be obtained.

         Long-term debt  repayments,  net of borrowings  under the  cross-border
credit  facility  (the "credit  facility"),  during the first six months of 1999
were $61 million,  compared to $8.1 million for the first half of 1998. Net debt
repayments  in 1999  reflect  the  repurchase  of $2.4  million  of  outstanding
convertible    subordinated    notes   and    repayment   of   all    Australian
dollar-denominated  borrowings  under  the  cross-border  credit  facility  (the
"credit  facility")  from existing cash and short-term  investment  balances and
$101  million  of  Canadian  dollar-denominated   borrowings  under  the  credit
facility.  In addition,  as a result of a reduction in the size of the Homestake
mine tailings project, $10 million of the South Dakota Waste Disposal Bonds were
repaid from funds held in trust.

         The  credit  facility  provides  total  availability  of $430  million.
Borrowings under the credit  facility,  which may be drawn in the United States,
Canada or  Australia,  are  available in United  States,  Canadian or Australian
dollars, or gold, or a combination of these subject to certain  conditions.  The
credit facility  contains certain financial  covenants,  the most restrictive of
which  requires a minimum  consolidated  net worth,  as defined in the agreement
(primarily  shareholders'  equity  plus the amount of noncash  write-downs  made
after December 31, 1997), of $500 million.

         The  Company  has   classified   the  $147.6   million  of  convertible
subordinated  notes outstanding at June 30, 1999, which mature on June 23, 2000,
as long-term  debt since the Company has the ability under the credit  facility,
and the intent, to refinance these obligations for a period longer than one year
from June 30, 1999.

         In May 1999, Company paid a dividend of $0.05 per common share (C$0.075
per HCI exchangeable share).

         In July 1999,  the  Company  closed out US  dollar-denominated  forward
sales  contracts  covering  245,016 ounces  maturing in the years 2001, 2002 and
2003. The pretax gain of $35 million realized as a result of this action will be
deferred and recorded in income as the originally designated production is sold.

                                       24
<PAGE>

              Homestake Mining Company and Subsidiaries


         In June 1998, FASB issued Statement of Financial  Accounting  Standards
No. 133  ("SFAS  133"),  "Accounting  for  Derivative  Instruments  and  Hedging
Activities."  SFAS 133 requires that all  derivatives be recognized as assets or
liabilities  and be  measured  at fair  value.  Gains or losses  resulting  from
changes in the values of those  derivatives  would be accounted for depending on
the use of the  derivatives  and whether  they qualify for hedge  accounting  as
either a fair value  hedge or a cash flow  hedge.  The key  criterion  for hedge
accounting  is that  the  hedging  relationship  must  be  highly  effective  in
achieving  offsetting  changes  in fair  value  or  cash  flows  of the  hedging
instruments  and the  hedged  items.  SFAS 133 is  effective  for  fiscal  years
beginning  after June 15, 2000 but earlier  adoption is  permitted.  The Company
believes  that  under  SFAS 133,  changes  in  unrealized  gains  and  losses on
Homestake's  foreign currency contracts will qualify for hedge accounting and be
deferred in other comprehensive income.  However, there are many complexities to
this new standard.  The Company currently is evaluating the impact that SFAS 133
will have on reported operating results and financial position,  and has not yet
determined whether it will adopt SFAS 133 earlier than January 1, 2001.

         Future  results will be impacted by such factors as the market price of
gold and, to a lesser extent,  silver,  the Company's  ability to expand its ore
reserves,  and  fluctuations of foreign  currency  exchange  rates.  The Company
believes that the combination of cash, short-term  investments,  available lines
of credit and  future  cash flows from  operations  will be  sufficient  to meet
normal operating  requirements,  planned capital  expenditures,  and anticipated
dividends.

Gold Prices

         The  market  price for gold is a  worldwide  market.  Gold  prices  are
subject  to  volatile  price  movements  over  short  periods  of  time  and are
influenced by numerous  factors over which  Homestake has no control,  including
expectations with respect to the rate of inflation, the relative strength of the
United  States,  Canadian and  Australian  dollars,  interest  rates,  global or
regional  political  or  economic  crises,  demand for  jewelry  and  industrial
products  containing  gold,  speculation,  and sales by central  banks and other
holders and producers of gold in response to these factors.

         The Company  continues to evaluate its long-term gold price assumptions
used in its mine-by-mine  evaluations of mining properties.  Recently, the price
of gold has been in decline,  falling to 20-year lows during the second  quarter
of 1999. If the recent  decline in gold prices should  continue or if prices are
sustained at current levels for a substantial  period of time, the Company could
determine  that it may not be able to recover the carrying  values of certain of
its assets or that it may not be  economically  feasible to continue  commercial
production at one or more of its mines.  If such  determinations  were made, the
Company  would  be  required  to  record  impairment  write-downs  and/or  other
provisions at that time.

Year 2000 Compliance

         The Company has  completed a review of its  computer-based  information
systems  and has  developed a plan to ensure all of these  systems  will be Year
2000  compliant.  Year 2000 compliant  upgrades for the Company's core financial
systems have been installed and testing of these systems has been completed.


                                       25
<PAGE>

              Homestake Mining Company and Subsidiaries

         The   Company   currently   is  in  the   process  of   reviewing   all
microprocessor-controlled  devices, including process-monitoring systems, in use
at its operating  locations to determine  whether they are Year 2000  compliant.
The  identification  phase has been  completed  and  assessment  research of the
identified  devices is ongoing.  The Company will upgrade systems and/or develop
contingency  plans based on this  research and expects to complete any necessary
remediation by August 31, 1999. In addition,  the Company is monitoring  similar
Year 2000 related activities at its joint venture operations where it is not the
operator. A Year 2000 related  microprocessor  problem that is not identified or
remedied at an  operating  location  potentially  could  result in a  production
disruption at that location.

         The Company's total expenditures for the above Year 2000 activities are
expected to be approximately  $1.5 million and should not adversely impact other
information   system   initiatives.   Year  2000   expenditures  to  date  total
approximately $1.3 million.

         The Company has surveyed all major  suppliers  and  customers to assess
their Year 2000 compliance and, where practical,  will make specific contingency
plans based on the results of this survey.  The greatest  risk to the Company in
this  regard  would be  interruptions  in the  supply of power  and/or  water to
certain of its  operating  locations.  A  disruption  in the supply of either of
these utilities could significantly hamper or curtail production at an operating
location  until the service is  restored.  A  disruption  in the supply of other
services or supplies at an  operating  location  potentially  could  result in a
production disruption at that location.

         With the exception of ore and concentrates  produced at the Eskay Creek
and Snip mines,  which are sold directly to smelters,  the  Company's  principal
product is finished gold bullion, which is sold to major financial institutions.
Because of government  mandated Year 2000  compliance  programs in the financial
industry,  the Company  expects that their core financial and operating  systems
will be Year 2000 compliant, and that there will be no significant disruption in
the Company's  ability to sell its gold production.  The smelters which purchase
the ore and  concentrates  produced  at the Eskay Creek and Snip mines have been
contacted  directly,  and though they have not  completed all of their Year 2000
compliance activities, they do not expect any significant disruptions related to
Year 2000 issues.

         Homestake's  management  information  systems and operations staff will
monitor  critical  operations  during certain Year 2000 rollover dates including
September 8-9, 1999,  December 31, 1999 - January 1, 2000, February 28-29, 2000,
and December 31, 2000 - January 1, 2001.

         The foregoing Year 2000  disclosures  are based on Homestake's  current
expectations,  estimates and projections.  Because of uncertainties,  the actual
effects of the Year 2000 issues on Homestake may be different from the Company's
current  assessment.  Factors,  many of which are  outside  the  control  of the
Company,  that could affect Homestake's ability to be Year 2000 compliant by the
end of 1999 include the failure of customers,  suppliers,  governmental entities
and  others to  achieve  compliance,  and  Homestake's  inability  or failure to
identify all  critical  Year 2000 issues or to develop  appropriate  contingency
plans for all Year 2000 issues that ultimately may arise.


                                       26
<PAGE>

              Homestake Mining Company and Subsidiaries


Part II - OTHER INFORMATION

tem 4. - Submission of Matters to a Vote of Security Holders

1)   At the Annual Meeting of  Stockholders  held on May 11, 1999,  stockholders
     voted on and approved (i) the election of four Class III directors to serve
     until   the   2002   Annual   Meeting,   and  (ii)   the   appointment   of
     PricewaterhouseCoopers  LLP as independent  auditors for 1999.  Stockholder
     votes were as follows:
<TABLE>
<CAPTION>

(i)      Election of four Class III Directors:            Votes For           Votes Withheld
         ------------------------------------             ---------           --------------
             <S>                                         <C>                     <C>
              Gerhard Ammann                             184,200,035             1,207,214
              Richard R. Burt                            184,084,482             1,322,767
              Peter J. Neff                              184,218,697             1,188,552
              Carol A. Rae                               184,100,738             1,306,511
</TABLE>

          In addition to the aforementioned  directors,  the following directors
          continued in office: M. Norman Anderson, Robert H. Clark, Jr., E. Paul
          McClintock, John Neerhout, Jr., Stuart T. Peeler, Jack E. Thompson and
          Jeffrey L. Zelms.

          On May 11, 1999 Douglas W.  Fuerstenau and G. Robert Durham retired as
          directors.

(ii) Approval of PricewaterhouseCoopers LLP as independent auditors:
<TABLE>
<CAPTION>
                      Votes For                     Votes Against                    Abstain
                      <S>                              <C>                           <C>
                      184,609,772                      441,426                       356,051

</TABLE>

Item 5. - Other Information

         CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
         OF 1995

         Certain statements  contained in this Form 10-Q that are not statements
         of historical facts are "forward looking statements" within the meaning
         of  the  Private  Securities   Litigation  Reform  Act  of  1995.  Such
         statements are based on beliefs of  management,  as well as assumptions
         made by and  information  currently  available to  management.  Forward
         looking  statements  include  those  preceded  by the words  "believe,"
         "estimate,"  "expect," "intend," "will," and similar  expressions,  and
         include  estimates of  reserves,  future  production,  costs per ounce,
         dates  of  construction  completion,  costs  of  capital  projects  and
         commencement of operations.  Forward looking  statements are subject to
         risks,  uncertainties and other factors that could cause actual results
         to differ materially from expected results.  Some important factors and
         assumptions  that could cause actual results to differ  materially from
         expected results are discussed below. Those listed are not exclusive.

         Estimates of reserves and future  production for particular  properties
         and for the Company as a whole are derived  from annual mine plans that
         have been developed based on mining experience,  assumptions  regarding
         ground conditions and physical characteristics of ore (such as hardness
         and  metallurgical  characteristics),   expected  rates  and  costs  of
         production,  and estimated future sales prices.  Actual  production may
         vary for a variety of reasons, such as the factors described above, ore
         mined  varying  from  estimates

                                       27
<PAGE>
              Homestake Mining Company and Subsidiaries


          of grade and metallurgical and other characteristics, mining dilution,
          actions by labor, and government  imposed  restrictions.  Estimates of
          production  from  properties  and facilities not yet in production are
          based on similar factors but there is a greater likelihood that actual
          results will vary from  estimates due to a lack of actual  experience.
          Cash  cost  estimates  are based on such  things  as past  experience,
          reserve  and  production  estimates,  anticipated  mining  conditions,
          estimated  costs of materials,  supplies and utilities,  and estimated
          exchange  rates.  Noncash cost  estimates  are based on total  capital
          costs  and  reserve  estimates,  change  based on  actual  amounts  of
          unamortized  capital,  changes in reserve  estimates,  and  changes in
          estimates of final reclamation.  Estimates of future capital costs are
          based on a variety of factors and include past  operating  experience,
          estimated levels of future production, estimates by and contract terms
          with  third-party  suppliers,  expectations as to government and legal
          requirements,  feasibility  reports by Company  personnel  and outside
          consultants,  and  other  factors.  Capital  cost  estimates  for  new
          projects are subject to greater  uncertainties than additional capital
          costs  for  existing  operations.  Estimated  time for  completion  of
          capital projects is based on such factors as the Company's  experience
          in completing capital projects, and estimates provided by and contract
          terms with  contractors,  engineers,  suppliers and others involved in
          design and  construction of projects.  Estimates  reflect  assumptions
          about  factors  beyond  the  Company's  control,   such  as  the  time
          government agencies take in processing  applications,  issuing permits
          and otherwise  completing processes required under applicable laws and
          regulations.  Actual time to completion  can vary  significantly  from
          estimates.

         See the  Company's  Form 10-K  Report for the year ended  December  31,
         1998, "RISK FACTORS" and "CAUTIONARY  STATEMENTS" included under Part I
         - Item 1, for a more detailed  discussion of factors that may impact on
         expected future results.


                                       28
<PAGE>
              Homestake Mining Company and Subsidiaries

Item 6.
<TABLE>
<CAPTION>

(a)  Exhibits                                                                    Method of Filing

     <S>        <C>                                                                <C>
     11         Computation of Earnings Per Share                                 Filed herewith
                                                                                  electronically

     27.1       Financial Data Schedule - June 30, 1999                           Filed herewith
                                                                                  electronically

     27.2       Financial Data Schedule - March 31, 1999                          Filed herewith
                (restated for pooling of interests)                               electronically

     27.3       Financial Data Schedule - years ended                             Filed herewith
                December 31, 1998, 1997 and 1996                                  electronically
                (restated for pooling of interests)

     27.4       Financial Data Schedule - periods ended                           Filed herewith
                March 31, June 30, and September 30, 1998                         electronically
                (restated for pooling of interests)
</TABLE>


(b)  Reports on Form 8-K

     One report on Form 8-K was filed  during the quarter  ended June 30,  1999.
     The  report  dated  June  18,  1999  was  submitted  in  order  to file the
     following:  (a) press  release  reporting  interim  results  following  the
     acquisition of Argentina Gold Corp. and (b) Bylaws (as amended  through May
     11, 1999) decreasing the number of Directors to eleven.



                                       29
<PAGE>
             Homestake Mining Company and Subsidiaries


                                   SIGNATURES





Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.









                                               HOMESTAKE MINING COMPANY







Date:  August 13, 1999                       By /s/ David W. Peat
       ---------------                          -----------------
                                                David W. Peat
                                                Vice President, Finance and
                                                Chief Financial Officer





Date:  August 13, 1999                       By /s/ James B. Hannan
       ---------------                          -------------------
                                                James B. Hannan
                                                Vice President and Controller
                                                (Chief Accounting Officer)


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