EXHIBIT 10.3



                            HOMESTAKE MINING COMPANY

                                SECOND AMENDMENT
                               TO CREDIT AGREEMENT

                  This SECOND AMENDMENT TO CREDIT  AGREEMENT (this  "Amendment")
is dated as of October 16, 1998 and entered into by and among  HOMESTAKE  MINING
COMPANY,  a  Delaware  corporation  ("Company"),  HOMESTAKE  MINING  COMPANY  OF
CALIFORNIA, a California corporation ("U.S.  Borrower"),  HOMESTAKE CANADA INC.,
an  Ontario  corporation  ("Canadian  Borrower"),  HOMESTAKE  GOLD OF  AUSTRALIA
LIMITED, a South Australian  corporation , and PLUTONIC RESOURCES LIMITED, a New
South Wales corporation  ("Australian  Borrowers"),  the financial  institutions
listed on the signature  pages hereof  ("Lenders"),  THE CHASE MANHATTAN BANK OF
CANADA ("Canadian  Administrative  Agent"),  CHASE SECURITIES  AUSTRALIA LIMITED
("Australian  Administrative  Agent"), CHASE SECURITIES INC.  ("Arranger"),  THE
CHASE  MANHATTAN  BANK  ("Administrative  Agent"),  and DEUTSCHE  BANK A.G.,  as
Documentation Agent  ("Documentation  Agent") and is made with reference to that
certain  Amended and Restated  Credit  Agreement  dated as of July 14, 1998 (the
"Credit  Agreement"),  by and among Company,  U.S. Borrower,  Canadian Borrower,
Australian  Borrowers,   Lenders,   Canadian  Administrative  Agent,  Australian
Administrative  Agent,  Arranger,  Administrative Agent and Documentation Agent.
Capitalized  terms used herein without  definition  shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

                  WHEREAS, Company has requested that Lenders agree to amend the
Credit Agreement (i) to modify the formula for calculating  Consolidated EBITDA,
(ii) to modify the negative covenant relating to minimum Consolidated Net Worth,
and (iii) to make a technical  correction,  Lenders  have agreed to do so on the
following terms and conditions;

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

                  Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT

                  1.1  Amendments to Definitions.  Section 1 of the Credit 
Agreement is hereby amended as follows:
                      
                  A. The  definition  of  "Consolidated  EBITDA" is amended  and
restated to read in its entirety as follows:  "'Consolidated  EBITDA' means, for
any applicable  testing period,  without  duplication,  Consolidated Net Income,
plus the sum of (i)  Consolidated  Interest  Expense,  (ii) total  depreciation,
depletion and amortization  expense,  (iii) all noncash  write-downs (other than
write-downs that constitute advance recognition of future cash



<PAGE>


expenditures),  (iv) all unrealized  mark-to-market foreign currency losses with
respect to Company's foreign currency  protection  program,  and (v) Future Cash
Expenditure  Accruals,  as  reported  in  Company's  consolidated  statement  of
earnings in conformity  with GAAP;  and reduced by the sum of (x) all unrealized
mark-to-market foreign currency gains with respect to Company's foreign currency
protection program, as reported in Company's consolidated statements of earnings
in  conformity  with GAAP and (y) any cash  payments made with respect to Future
Cash Expenditure  Accruals during the period. For any applicable testing period,
the sum of (iv) and (v) above cannot exceed the sum of (x) and (y) above by more
than $60 million.  For purposes of clarity,  subject to the qualification of the
immediately  preceding sentence,  it is intended that `Consolidated  EBITDA' for
any  applicable  testing  period will only reflect  foreign  currency  gains and
losses with respect to the Company's  foreign currency  protection  program that
are actually realized during such testing period,  and the foregoing  definition
shall be interpreted and applied accordingly."

                  B. The last sentence of the definition of "Consolidated  Total
Debt" is hereby amended by replacing the phrase "...shall not be included in the
calculation  of  Consolidate  Net  Worth..."  with the phrase  "...shall  not be
included in the calculation of Consolidated Total Debt".

                  C.  Subsection  1.1 is hereby  amended by adding in the proper
alphabetical order the following definition:

                  "'Future Cash Expenditure  Accruals' means, for any applicable
         testing period, without duplication, the accounting expense accrual for
         (i)  all  future  cash   expenditure   obligations   with   respect  to
         reclamation, remediation and other mine site closure costs and (ii) any
         individual  nonrecurring future cash expenditure  obligation (including
         the costs of severance,  office closures and settlements)  that exceeds
         $2,000,000 in amount in any applicable testing period."

                  1.2  Amendment  to  Subsection  6.6A:  Subsection  6.6A of the
Credit Agreement is hereby amended to read in its entirety as follows:

                  "A.      Minimum Consolidated Net Worth.  Company shall not 
permit  Consolidated Net Worth (i) at the end of any fiscal quarter ending on or
prior to the quarter ending March 31, 1999 to be less than  $500,000,000 or (ii)
at any time after March 31, 1999, to be less than $500,000,000."

                  Section 2.        CONDITIONS TO EFFECTIVENESS

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

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


                                       2
<PAGE>


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

                  Section 3.        REPRESENTATIONS AND WARRANTIES

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

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

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

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

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


                                       3
<PAGE>


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

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

                  Section 4.  MISCELLANEOUS

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

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

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

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

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

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

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


                                       4
<PAGE>


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



                  [Remainder of page intentionally left blank]




                                       5
<PAGE>



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

                                    Company:

                                    HOMESTAKE MINING COMPANY


                                    By:                                    
                                    Title:





                                    U.S. Borrower:

                                    HOMESTAKE MINING COMPANY OF CALIFORNIA


                                    By:                                  
                                    Title: 




                                    Canadian Borrower:

                                    HOMESTAKE CANADA INC.


                                    By:                                 
                                    Title: 






                                    Australian Borrowers:

                                    HOMESTAKE GOLD OF AUSTRALIA LIMITED


                                    By:  
                                    Title:



                                      S-1
<PAGE>


                                    PLUTONIC RESOURCES LIMITED:


                                    By:    
                                    Title:        






                                    LENDERS:

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


                                    By:    
                                    Title:                






                                    THE CHASE MANHATTAN BANK, as an Australian
                                    Lender


                                    By:                           
                                    Title: 





                                    CHASE SECURITIES AUSTRALIA LIMITED, as 
                                    Australian Administrative Agent


                                    By:                                 
                                    Title:                      


                                      S-2
<PAGE>


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


                                    By:                     
                                    Title:                




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


                                    By:                  
                                    Title:  




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


                                    By:                  
                                    Title:                   




                                    THE BANK OF NOVA SCOTIA, as a Canadian 
                                    Lender


                                    By:                   
                                    Title:           




                                    BANKERS TRUST COMPANY, as a U.S. Lender


                                    By: 
                                    Title:                  



                                      S-3
<PAGE>


                                    BT BANK OF CANADA, as a Canadian Lender


                                    By:                       
                                    Title:  





                                    BANKERS TRUST AUSTRALIA LIMITED, as an
                                    Australian Lender


                                    By:                      
                                    Title: 



                                    CIBC, INC. as a U.S. Lender


                                    By:                       
                                    Title: 



                                    CANADIAN IMPERIAL BANK OF COMMERCE, as a 
                                    Canadian Lender


                                    By:                             
                                    Title:                      





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


                                    By:                       
                                    Title:


                                      S-4
<PAGE>


                                    CITIBANK CANADA, as a Canadian Lender


                                    By:                       
                                    Title:                         





                                    CITIBANK LIMITED, as an Australian Lender


                                    By:                   
                                    Title: 




                                    CITIBANK N.A., as an Australian Lender


                                    By:  
                                    Title:





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


                                    By:                               
                                    Title:                        





                                    CREDIT SUISSE FIRST BOSTON CANADA, as a 
                                    Canadian Lender


                                    By:                          
                                    Title:                        



                                      S-5
<PAGE>


                                    CREDIT SUISSE FIRST BOSTON, as an Australian
                                    Lender


                                    By:                     
                                    Title:                   





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


                                    By:                                   
                                    Title:                           





                                    DEUTSCHE BANK CANADA, as a Canadian Lender


                                    By:                   
                                    Title:                     





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


                                    By:
                                    Title:





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


                                    By:                               
                                    Title:                       



                                      S-6
<PAGE>


                                    DRESDNER BANK, AG Australian Branch, as an
                                    Australian Lender


                                    By:  
                                    Title:





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


                                    By:                            
                                    Title:                     





                                    MELLON BANK CANADA, as a Canadian Lender


                                    By:                      
                                    Title:                  





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


                                    By:                      
                                    Title:                          





                                    NM ROTHSCHILD & SONS LIMITED, as a Canadian 
                                    Lender


                                    By:                             
                                    Title:                      



                                      S-7
<PAGE>


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


                                    By:                   
                                    Title:  




                                    REPUBLIC NATIONAL BANK OF NEW YORK (CANADA)


                                    By:                            
                                    Title:




                                    REPUBLIC MASE AUSTRALIA LIMITED, as an
                                    Australian Lender


                                    By:                               
                                    Title:                            



                                      S-8
<PAGE>


                                    SOCIETE GENERALE, as a U.S. Lender


                                    By:                           
                                    Title: 



                                    SOCIETE GENERALE, as a Canadian Lender


                                    By:                       
                                    Title:                  





                                    SOCIETE GENERALE AUSTRALIA LIMITED, as an 
                                    Australian Lender


                                    By:                    
                                    Title:        





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


                                    By:              
                                    Title:                    



                                      S-9


<PAGE>


                                    UBS AG, STAMFORD BRANCH, as a Canadian 
                                    Lender


                                    By:                 
                                    Title: 




                                    UBS AG, STAMFORD BRANCH, as an Australian 
                                    Lender


                                    By:                         
                                    Title:  


                                      S-10