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 September 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 October 31, 1999 was
260,264,100.*

*    Includes 6,992,400  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>
                                                                 September 30,                 December 31,
                                                                      1999                          1998
                                                               ----------------              ----------------
<S>                                                            <C>                          <C>
ASSETS
Current Assets
    Cash and equivalents                                       $      198,038               $       147,519
    Short-term investments                                             72,319                       154,346
    Receivables                                                        46,146                        45,929
    Inventories:
       Finished products                                               12,908                        13,312
       Ore and in process                                              41,309                        39,465
       Supplies                                                        23,090                        26,129
    Deferred income and mining taxes                                   18,235                        22,792
    Other                                                              10,712                         5,105
                                                               ----------------              ----------------
       Total current assets                                           422,757                       454,597
                                                               ----------------              ----------------

Property, Plant and Equipment - at cost                             2,680,466                     2,525,793
    Accumulated depreciation, depletion
         and amortization                                          (1,552,754)                   (1,423,054)
                                                               ----------------              ----------------
       Property, plant and equipment - net                          1,127,712                     1,102,739
                                                               ----------------              ----------------
Investments and Other Assets
    Noncurrent investments                                             11,921                        12,945
    Other assets                                                       68,062                        81,616
                                                               ----------------              ----------------
       Total investments and other assets                              79,983                        94,561
                                                               ----------------              ----------------
Total Assets                                                   $    1,630,452               $     1,651,897
                                                               ================              ================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Accounts payable                                           $       38,158               $        43,457
    Accrued liabilities:
       Payroll and other compensation                                  23,018                        31,587
       Reclamation and closure costs                                   23,375                        23,206
       Other                                                           33,301                        23,317
    Unrealized loss on foreign currency exchange contracts              1,468                        24,003
    Income and other taxes payable                                      8,619                         3,151
    Current portion of long-term debt                                  41,620                         -
                                                               ----------------              ----------------
       Total current liabilities                                      169,559                       148,721
                                                               ----------------              ----------------
Long-term Liabilities
    Long-term debt                                                    256,851                       357,410
    Other long-term obligations                                       207,195                       168,178
                                                               ----------------              ----------------
       Total long-term liabilities                                    464,046                       525,588
                                                               ----------------              ----------------

Deferred Income and Mining Taxes                                      230,706                       230,567

Minority Interests in Consolidated Subsidiaries                         6,933                         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 - 6,992;
                                              1998 - 11,139
                   - Common: 1999 - 253,259; 1998 - 247,483           253,259                       247,483
    Other shareholders' equity                                        505,949                       491,713
                                                               ----------------              ----------------
       Total shareholders' equity                                     759,208                       739,196
                                                               ----------------              ----------------
Total Liabilities and Shareholders' Equity                     $    1,630,452               $     1,651,897
                                                               ================              ================


See notes to condensed consolidated financial statements.
</TABLE>
                                       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                 Nine Months Ended
                                                                         September 30,                      September 30,
                                                                     1999              1998             1999              1998
                                                              --------------    --------------   --------------    --------------
<S>                                                           <C>               <C>               <C>               <C>
Revenues
      Gold and ore sales                                      $     165,279     $     187,361     $    493,582      $    592,387
      Sulfur and oil sales                                            4,786             5,123           13,982            16,921
      Interest income                                                 4,218             4,894           12,010            14,452
      Other income                                                    1,685           (13,960)          34,348           (28,750)
                                                              --------------    --------------   --------------    --------------
                                                                    175,968           183,418          553,922           595,010
                                                              --------------    --------------   --------------    --------------
Costs and Expenses
      Production costs                                              115,869           127,909          348,442           406,215
      Depreciation, depletion and amortization                       33,387            33,617          101,246           107,109
      Administrative and general expense                             10,913            12,409           32,659            36,586
      Exploration expense                                             8,041            16,902           29,153            41,536
      Interest expense                                                4,885             5,485           13,503            15,813
      Write-downs and other unusual charges                           6,886           187,884           10,386           209,824
      Business combination and integration costs                       -                 -               4,764            20,710
      Other expense                                                     390             2,078            2,771             2,876
                                                              --------------    --------------   --------------    --------------
                                                                    180,371           386,284          542,924           840,669
                                                              --------------    --------------   --------------    --------------

Income (Loss) Before Taxes and Minority Interests                    (4,403)         (202,866)          10,998          (245,659)
Income and Mining Taxes                                               5,933            15,340          (11,088)           12,998
Minority Interests                                                      217             4,693            1,004              (923)
                                                              --------------    --------------   --------------    --------------

Net Income (Loss)                                             $       1,747     $    (182,833)    $        914      $   (233,584)
                                                              ==============    ==============   ==============    ==============



Net Income (Loss) Per Share - Basic and Diluted               $        0.01     $       (0.80)    $       0.00      $      (1.02)
                                                              ==============    ==============   ==============    ==============

Average Shares Used in the Computation                              260,232           229,231          259,838           229,015
                                                               ==============    ==============   ==============    ==============

Dividends Paid Per Common Share                               $        0.00     $        0.00     $       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>

                                                                                Nine Months Ended September 30,
                                                                                   1999                      1998
                                                                            --------------            --------------
<S>                                                                          <C>                       <C>
Cash Flows from Operations
    Net income (loss)                                                        $        914              $   (233,584)
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                   101,246                   107,109
       Deferred gains on close-out of forward sales contracts                      34,956                         -
       Write-downs and unusual charges                                             10,386                   200,945
       Gains on asset disposals                                                    (2,740)                   (3,274)
       Deferred taxes, minority interests and other                               (13,289)                  (30,497)
       Effect of changes in operating working capital items                       (31,288)                   62,641
                                                                            --------------            --------------
    Net cash provided by operations                                               100,185                   103,340
                                                                            --------------            --------------

Investment Activities
    Decrease (increase) in short-term investments                                  84,409                   (23,169)
    Capital additions                                                             (70,340)                  (54,313)
    Proceeds from asset sales                                                       4,291                    15,898
    Decrease (increase) in restricted cash                                         11,796                      (649)
    Other                                                                               -                       185
                                                                            --------------            --------------
    Net cash provided by (used in) investment activities                           30,156                   (62,048)
                                                                            --------------            --------------

Financing Activities
    Borrowings                                                                     99,791                    97,697
    Debt repayments                                                              (164,131)                 (105,295)
    Dividends paid                                                                (12,085)                  (11,933)
    Common shares issued                                                            6,707                     1,956
    Other                                                                               -                     1,774
                                                                            --------------            --------------
Net cash used in financing activities                                             (69,718)                  (15,801)
                                                                            --------------            --------------

Effect of Exchange Rate Changes on Cash and Equivalents                           (10,104)                   (2,397)
                                                                            --------------            --------------

Net Increase in Cash and Equivalents                                               50,519                    23,094

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

Cash and Equivalents, September 30                                           $    198,038              $    151,984
                                                                            ==============            ==============
</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.  The
     Company expects to adopt SFAS 133 effective 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 $4.8 million in the
     nine-month  period ended  September  30, 1999 related to this  transaction.
     Combined and separate  preacquisition  results for  Homestake and Argentina
     Gold for the three months ended

                                       5
<PAGE>
                    Homestake Mining Company and Subsidiaries


     March 31, 1999 and for the three and nine months ended  September  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 September 30, 1998:
   Revenues                            $ 183,429              $   (11)               $ 183,418
   Net loss                             (182,226)                (607)                (182,833)

Nine months ended September 30, 1998:
   Revenues                            $ 594,931              $    79                $ 595,010
   Net loss                             (219,743)             (13,841)                (233,584)

Shareholders' equity:
   at March 31, 1999                   $ 737,843              $ 6,526                $ 744,369
   at December 31, 1998                  735,832                3,364                  739,196
   at September 30, 1998                 406,595                1,593                  408,188

<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  $20.7  million  related  to this  acquisition  were
     recorded in the nine months ended September 30, 1998.

                                       6
<PAGE>
                    Homestake Mining Company and Subsidiaries


3.  Other Income

<TABLE>
<CAPTION>
                                                 Three Months Ended              Nine Months Ended
                                                   September 30,                   September 30,
                                              -------------------------       ------------------------
(in millions)                                   1999           1998             1999          1998
                                              ----------    -----------       ----------   -----------
<S>                                               <C>            <C>              <C>           <C>
Gains on asset disposals                          $ 1.8          $ 1.4            $ 2.7         $ 3.3
Gain on sales of Rabbi
    Trust investments                               0.4            0.4              0.8           4.7
Royalty income                                      0.4            0.6              1.5           1.8
Foreign currency
    contract gains (losses)                        (2.9)         (16.8)            14.0         (39.2)
Foreign currency exchange gains (losses)
    on intercompany advances                       (0.9)          (2.5)             9.3          (6.0)
Other foreign currency gains (losses)              (0.4)           1.1             (0.7)          1.6
Other                                               3.2            1.8              6.7           5.0
                                              ----------    -----------       ----------   -----------
                                                  $ 1.6         $(14.0)          $ 34.3        $(28.8)
                                              ==========    ===========       ==========   ===========
</TABLE>

4.       Write-downs and Other Unusual Charges

 <TABLE>
<CAPTION>
                                                     Three Months Ended          Nine Months Ended
                                                       September 30,               September 30,
                                                  -------------------------   -------------------------
(in millions)                                      1999 (a)      1998 (b)      1999 (a)     1998 (b)
                                                  -----------   -----------   -----------  ------------
<S>                                                    <C>          <C>            <C>         <C>
Reduction in the carrying values
     of resource assets                                $ 1.7        $136.0        $  1.7       $ 149.0
Increase in the estimated accrual for remediation
     and reclamation expenditures                        5.2          35.0           5.2          35.0
Homestake mine restructuring charges                       -             -             -           8.9
Write-downs of noncurrent investments                      -           7.8           3.5           7.8
Provision for litigation settlement                        -           5.0             -           5.0
Other                                                      -           4.1             -           4.1
                                                  -----------   -----------   -----------  ------------
                                                       $ 6.9        $187.9        $ 10.4       $ 209.8
                                                  ===========   ===========   ===========  ============


<FN>

a)        During the quarter  ended  September  30,  1999 the  Company  recorded
          write-downs  and  unusual  charges  of $6.9  million,  including  $1.7
          million  to  write-down  the  carrying  value  of  certain   redundant
          equipment at the  Kalgoorlie  operations in Australia and $5.2 million
          to  increase  the   estimated   reclamation   liability   for  certain
          non-operating  properties  in  Australia  following  a  third  quarter
          environmental audit of properties acquired as a result of the Plutonic
          acquisition  in 1998.  Write-downs  and  unusual  charges for the nine
          months ended September 30, 1999 also include a $3.5 million write-down
          to the carrying  value of the Company's  investment in an  exploration
          joint venture in Eastern  Europe  following the Company's  decision to
          exit the venture.

b)       During the third quarter of 1998, due to continued low gold prices, the
         Company  reviewed  the  carrying  values of its gold mining  operations
         using a $325 per ounce gold price and recorded  impairment  write-downs
         totaling $136 million. These

                                       7
<PAGE>
                    Homestake Mining Company and Subsidiaries


         charges  included  $76.1 million at the Homestake mine in South Dakota,
         $38.4 million at the Mt Charlotte mine in Western Australia,  and $21.5
         million  at  other  properties,   most  of  which  related  to  mineral
         properties acquired as part of the acquisition of Plutonic.

         During the third quarter of 1998,  following an environmental audit and
         a change in mining plans at the Homestake mine, the Company  recorded a
         provision for estimated additional  remediation and related reclamation
         costs of $35 million.

         During the third quarter of 1998, the Company also recorded  charges of
         $7.8  million  for  reductions  in  the  carrying   values  of  certain
         marketable  securities  and  other  investments,  $5  million  for  the
         estimated cost to settle the Whitewood  Creek Natural  Resource  Damage
         litigation, and $4.1 million of other charges.

         Write-downs and unusual charges for the nine months ended September 30,
         1998 also include write-downs of $13 million to exploration  properties
         (including  $10.2  million  related to Argentina  Gold which  Homestake
         acquired in 1999 in a business  combination  accounted for as a pooling
         of interests - see note 2) and $8.9 million  related to a restructuring
         at the Homestake mine.

</FN>
</TABLE>

5.    Comprehensive Income (Loss)
<TABLE>
<CAPTION>
                                                           Three Months Ended               Nine Months Ended
                                                             September 30,                     September 30,
                                                     ----------------------------    ------------------------------
(in thousands)                                          1999           1998              1999            1998
                                                     -----------   --------------    -------------   --------------
<S>                                                     <C>            <C>                  <C>          <C>
Net Income (Loss)                                       $ 1,747        $(182,833)           $ 914        $(233,584)
Other Comprehensive Income (Loss)
    Currency translation adjustments                     (1,268)          (9,619)          27,019          (37,020)
    Unrealized gains on securities                        1,376            3,633            1,336              185
                                                     -----------   --------------    -------------   --------------
Total Other Comprehensive Income (Loss)                     108           (5,986)          28,355          (36,835)
                                                     -----------   --------------    -------------   --------------
Comprehensive Income (Loss)                             $ 1,855        $(188,819)        $ 29,269        $(270,419)
                                                     ===========   ==============    =============   ==============

</TABLE>

6.   Long-term Debt
<TABLE>
<CAPTION>
                                                                 September 30,           December 31,
(in thousands)                                                       1999                    1998
                                                               -----------------------------------------
<S>                                                                    <C>                    <C>
Convertible subordinated notes (due 2000)                              $ 141,620              $ 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                               101,851                      -
    Australian dollar-denominated borrowings                                   -                142,410
                                                               -----------------------------------------
                                                                         298,471                357,410
Less amount classified as current                                        (41,620)                     -
                                                               -----------------------------------------
                                                                       $ 256,851              $ 357,410
                                                               =========================================
</TABLE>

                                       8
<PAGE>
                    Homestake Mining Company and Subsidiaries


     During the first nine months of 1999, the Company  repurchased  convertible
     subordinated  notes having a principal  amount of $8.4  million  (including
     $3.9 million  repurchased  on  September  30, 1999 and included in accounts
     payable at September 30, 1999) 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  September  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 September 30, 1999 this interest rate was 5.83%.

     The  Company  expects  to repay a portion of the  convertible  subordinated
     notes,  which  mature  on June  23,  2000,  from  existing  cash  balances.
     Accordingly,  $41.6  million  has been  classified  as current  debt in the
     balance  sheet as of September  30,  1999.  The balance of $100 million has
     been  classified 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 September 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.


                                       9
<PAGE>
                    Homestake Mining Company and Subsidiaries


     At September 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                                             $27.2      $105.4       $59.1      $191.7
     Written puts, average exchange rate (1)                 0.68        0.69        0.66        0.68
   US $ covered                                             $27.2      $105.4       $63.1      $195.7
     Purchased calls, average exchange rate (2)              0.71        0.72        0.69        0.71
   US $ covered                                             $20.4      $105.4       $35.3      $161.1
     Purchased puts, average exchange rate (3)               0.65        0.65        0.65        0.65

Australian $ / US $ option contracts:
   US $ covered                                             $40.1      $121.1       $33.0      $194.2
     Written puts, average exchange rate (1)                 0.65        0.66        0.62        0.65
   US $ covered                                             $40.1      $121.1       $33.0      $194.2
     Purchased calls, average exchange rate (2)              0.66        0.68        0.65        0.67
   US $ covered                                             $33.1      $110.2       $22.0      $165.3
     Purchased puts, average exchange rate (3)               0.63        0.63        0.63        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.


                                       10
<PAGE>
                   Homestake Mining Company and Subsidiaries


     In July 1999,  the Company closed out US dollar  denominated  forward sales
     contracts  covering  245,000  ounces  maturing in the years 2001,  2002 and
     2003.  The  pretax  gain  of $35  million  realized  as a  result  of  this
     transaction  has  been  deferred  and will be  recorded  in  income  as the
     originally designated production is sold.

     At September  30, 1999 the Company had 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>
GOLD
US $ denominated contracts:
   Forward sales contracts:
    Ounces                            27,480        85,080        10,000     10,000                  259,200       391,760
    Average price ($ per oz.)           $421          $430          $400       $403                     $403          $410

   Put options owned:
    Ounces                                         110,000        80,000                                           190,000
    Average price ($ per oz.)                         $279          $253                                              $268

   Call options written:
    Ounces                                          95,000        80,000                                           175,000
    Average price ($ per oz.)                         $275          $253                                              $265

   Call options purchased:
    Ounces                                          80,000        80,000                                           160,000
    Average price ($ per oz.)                         $268          $268                                              $268

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.)                       $343          $343       $343        $343         $343          $343

   Put options owned:
    Ounces                            30,000       120,000       120,000                                           270,000
    Average price (US$ per oz.)         $330          $339          $349                                              $342

SILVER
US $ denominated contracts:
   Forward sales contracts:
    Ounces                           755,000     3,020,000     1,200,000                                         4,975,000
    Average price ($ per oz.)          $6.34         $6.33         $6.00                                             $6.25

<FN>
    (1) Expressed in US dollars at an exchange rate of A$ = US$ 0.6527
</FN>
</TABLE>


                                       11
<PAGE>
                   Homestake Mining Company and Subsidiaries


     During the three and nine months  ended  September  30, 1999 and 1998,  the
     Company  delivered or financially  settled gold and silver production under
     maturing forward sales and option contracts as follows:

<TABLE>
<CAPTION>
                                              Three Months Ended                     Nine Months Ended
                                                 September 30,                         September 30,
                                        --------------------------------       ------------------------------
                                            1999              1998                 1999             1998
                                        --------------   ---------------       -------------    -------------
<S>                                            <C>               <C>                 <C>             <C>
Gold
   Forward sales contracts
     Ounces                                    27,500            60,000              82,500          298,000
     Average price (US$ per oz.)                 $417              $358                $413             $355

   Option contracts
     Ounces                                   130,000           225,000             310,000          675,000
     Average price (US$ per oz.)                 $292              $325                $295             $325

Silver
   Option contracts
     Ounces                                   755,000                             2,340,000
     Average price (US$ per oz.)                $6.35                                 $6.35

</TABLE>

     The Company's gold and silver  hedging  activities  increased  year-to-date
     September 30, 1999 revenues by approximately $24 million.


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.



                                       12
<PAGE>
                  Homestake Mining Company and Subsidiaries


     Segment  information  for the three and nine  months  ended  September 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:
    September 30, 1999
    Revenues                $ 51,412     $ 58,486        $ 56,518    $ 18,737        $ (9,185)       $ 175,968
    Operating
       earnings                6,718        4,699          13,019      11,461          (9,185)          26,712

    September 30, 1998
    Revenues                $ 57,885     $ 70,786        $ 47,244     $ 8,256          $ (753)       $ 183,418
    Operating
       earnings (loss)         6,326       11,295           7,672      (2,648)           (753)          21,892

For the nine months ended:
    September 30, 1999
    Revenues               $ 145,409    $ 184,220       $ 181,583    $ 62,593       $ (19,883)       $ 553,922
    Operating
       earnings               14,569       26,065          46,282      37,201         (19,883)         104,234

    September 30, 1998
    Revenues               $ 184,523    $ 216,604       $ 160,946    $ 35,163        $ (2,226)       $ 595,010
    Operating
       earnings               23,502       10,935          45,586       3,889          (2,226)          81,686

</TABLE>

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  September 30, 1999  Homestake had received
     $27.7 million from the DOE and the accompanying  balance sheet at September
     30, 1999 includes an additional receivable of

                                       13
<PAGE>
                  Homestake Mining Company and Subsidiaries


     $6  million  for  the  DOE's  share  of  reclamation  expenditures  made by
     Homestake through 1998.

     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
     downstream  receiving  waters.  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  constituted  a  continuing  public
     nuisance. The complaint asked 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  denied that there has
     been any continuing  damage to natural resources or nuisance as a result of
     the placement of tailings in Whitewood Creek. Homestake also counterclaimed
     against the State of South  Dakota and the Federal  Trustees  seeking  cost
     recoupment, contribution and indemnity.

     Homestake,  the State of South Dakota and the Federal Trustees have reached
     full and complete  settlement  of the natural  resource  damage  claims and
     counterclaims  described  above.  The final  settlement  Consent Decree was
     entered with the Federal  District  Court on  September 2, 1999.  Homestake
     will pay $4 million to be used for  natural  resource  restoration  in four
     equal  annual  installments.  Those funds will be divided  among the United
     States,  the State of South Dakota and the Cheyenne  River Sioux Tribe.  In
     addition,  Homestake  will  purchase for $300,000 up to 3,300 acres of land
     owned by the U.S.  Bureau  of Land  Management  and pay the  United  States
     Government  $500,000 as  reimbursement  of costs incurred by the Government
     for natural resource damage assessment. The Cheyenne River Sioux Tribe will
     receive $500,000 in cash compensation for future  environmental  monitoring
     uses, and 400 acres of Black Hills land owned by Homestake.  Homestake will
     modify its  diversion  of water on  Spearfish  Creek for three  months each
     year, to permit instream flow to increase by up to 20 cubic feet per second
     ("cfs").  Upon closure of the Homestake mine, Homestake will relinquish the
     year-round  right  to  diversion  of that  same 20 cfs of  flow.  Homestake
     accrued the estimated cost of the settlement agreement in the third quarter
     of 1998.


                                       14

<PAGE>
                  Homestake Mining Company and Subsidiaries


     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.  The
     acquisition was accounted for as a purchase. 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 shares,
     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 September  30, 1999,  approximately  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 a Canadian dollar denominated  intercompany note payable by
     HCI to its parent company of approximately  C$282 million (US$191 million).
     In accordance with United States generally accepted accounting  principles,
     the assets,  liabilities  and  shareholders'  equity of Argentina Gold have
     been recorded in HCI's financial statements at the historical cost basis to
     the parent  company.  The difference  between the historical  cost basis of
     Argentina  Gold's  shareholders'  equity  and its fair value at the date of
     transfer has been recorded as a reduction to HCI's shareholders' equity.




                                       15
<PAGE>
                 Homestake Mining Company and Subsidiaries



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

                                                    September 30,          December 31,
                                                        1999                   1998
                                                    --------------        ----------------
<S>                                                      <C>                    <C>
Current assets                                           $ 53,925               $ 151,593
Noncurrent assets                                         507,779                 526,463
                                                    --------------        ----------------
      Total Assets                                      $ 561,704               $ 678,056
                                                    ==============        ================

Notes payable to the Company                            $ 320,842               $ 144,002
Other current liabilities                                  31,109                  41,839
Long-term debt                                            101,851                       -
Other long-term liabilities                                11,902                  15,882
Deferred income and mining taxes                          200,946                 193,074
Redeemable preferred stock
      held by the Company                                       -                  36,167
Shareholders' equity:
      HCI shareholders' equity                             85,926                 247,092
      Adjustment to conform to the
        Company's accounting basis                       (190,872)                      -
                                                    --------------        ----------------
      Total Liabilities and
          Shareholders' Equity                          $ 561,704               $ 678,056
                                                    ==============        ================
</TABLE>

<TABLE>
<CAPTION>

                                           Three Months Ended                       Nine Months Ended
                                              September 30,                           September 30,
                                  ----------------------------------     -----------------------------------
                                      1999                1998                1999                1998
                                  --------------      --------------     ---------------     ---------------
<S>                                    <C>                 <C>                <C>                 <C>
Total revenues                         $ 56,601            $ 47,233           $ 182,632           $ 161,025
Costs and expenses                       55,868              47,878             169,646             145,042
                                  --------------      --------------     ---------------     ---------------
Income (loss) before taxes
   and minority interests              $    733            $   (645)          $  12,986           $  15,983
                                  ==============      ==============     ===============     ===============

Net Income                             $  3,840            $  7,751           $   3,085           $     814
                                  ==============      ==============     ===============     ===============

</TABLE>


                                       16
<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 $1.7  million  ($0.01 per share) and
$0.9 million  ($0.00 per share) in the quarter and nine months  ended  September
30, 1999 compared with net losses of $182.8 million ($0.80 per share) and $233.6
million  ($1.02 per share) in the  respective  1998  periods.  Third quarter and
year-to-date  results in 1999 include after-tax foreign currency exchange losses
of $3.0 million  ($0.01 per share) and gains of $17.1 million ($0.07 per share),
respectively,  and  non-recurring  charges of $4.4 million ($0.02 per share) and
$13.5 million ($0.05 per share),  respectively.  Third quarter and  year-to-date
results in 1998 include  after-tax  foreign  currency  exchange  losses of $10.2
million ($0.04 per share) and $26.7 million ($0.12 per share), respectively, and
non-recurring  charges of $165.9  million  ($0.72 per share) and $202.3  million
($0.88 per share), respectively.

After-tax non-recurring charges are as follows:
<TABLE>
<CAPTION>
                                                         Three Months Ended             Nine Months Ended
                                                           September 30,                  September 30,
(in millions)                                           1999          1998             1999          1998
                                                     -----------   ------------      ----------   ------------
<S>                                                       <C>          <C>               <C>          <C>
Write-downs and unusual charges                           $ 4.4        $ 165.9           $ 7.9        $ 184.6
Business combination and integration costs                    -              -             4.8           17.7
Severance and other termination costs                         -              -             0.8              -
                                                     -----------   ------------      ----------   ------------
                                                          $ 4.4        $ 165.9          $ 13.5        $ 202.3
                                                     ===========   ============      ==========   ============
</TABLE>

                                       17

<PAGE>
                Homestake Mining Company and Subsidiaries


         Excluding the effect of non-recurring  items and foreign exchange gains
and losses,  the Company recorded income of $9.1 million ($0.03 per share) and a
loss of $2.7  million  ($0.01 per share) in the quarter  and nine  months  ended
September 30, 1999  compared  with net losses of $6.7 million  ($0.03 per share)
and $4.6  million  ($0.02 per  share) in the  respective  periods  in 1998.  The
improvement  in the current year's results  primarily  reflects lower  operating
costs and lower exploration expenses, partially offset by lower gold prices.


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  157,500  ounces  of gold at an  average  price of $314 per ounce
during the third quarter of 1999 and 392,500  ounces of gold at an average price
of $320 per ounce  during the first nine  months of 1999.  This  compares to the
prior year when  Homestake  delivered or financially  settled  forward sales and
option  contracts  for  285,000  ounces of gold at an average  price of $332 per
ounce during the 1998 third  quarter and 973,000  ounces at an average  price of
$334 per ounce during the first nine months of 1998. Homestake also delivered or
financially  settled option  contracts at $6.35 per ounce for 755,000 ounces and
2,340,000  ounces of silver  during the third  quarter  and first nine months of
1999,  respectively.  The Company's gold and silver hedging activities increased
revenues by approximately $10 million and $24 million, respectively,  during the
three and nine months ended  September 30, 1999. The estimated fair value of the
Company's  gold  and  silver   hedging   position  at  September  30,  1999  was
approximately $50 million.

         In July 1999,  the  Company  closed out US  dollar-denominated  forward
sales  contracts  covering  245,000 ounces  maturing in the years 2001, 2002 and
2003.  The pretax  gain of $35  million  realized as a result of this action has
been  deferred  and will be  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 nine months ended  September
30, 1999, the Company recorded a loss of $2.9 million and a gain of $14 million,
respectively,  on these contracts.  At September 30, 1999, the Company had a net
unrealized loss of $1.5 million on open contracts under this program.

         Revenues from gold,  ore and  concentrate  sales totaled $165.3 million
and $493.6  million  during  the third  quarter  and first nine  months of 1999,
respectively,  compared to $187.4  million and $592.4  million in the comparable
periods of 1998.  Lower 1999 revenues reflect lower average realized gold prices
and lower sales volumes. During the three and nine-month periods ended September
30, 1999, 622,900 and 1,807,800 gold


                                       18
<PAGE>

                Homestake Mining Company and Subsidiaries


equivalent  ounces  were sold at average  realized  prices of $278 per ounce and
$286 per ounce, respectively.  This compares to gold equivalent sales of 636,600
ounces and  1,969,100  ounces at average  realized  prices of $307 per ounce and
$313 per ounce, respectively, during the comparable periods in 1998.

         Consolidated and attributable gold production for the third quarter and
first nine months of 1999 was 612,000 ounces and 1,798,300 ounces, respectively,
compared to consolidated  gold production of 625,400 ounces and 1,917,100 ounces
and  attributable  gold  production  of  551,200  ounces and  1,684,000  ounces,
respectively,  in the comparable periods of 1998. Lower consolidated  production
reflects  declines in production in the United States and  Australia,  partially
offset  by  increased  production  in  Canada.  Higher  attributable  production
reflects  Homestake's  December 1998  acquisition  of the minority  interests in
Prime Resources Group Inc. ("Prime").

         Production  costs for the three and nine-month  periods ended September
30, 1999  declined  to $115.9  million and $348.4  million,  respectively,  from
$127.9 million and $406.2 million for the similar  periods in 1998.  Lower costs
reflect ongoing cost containment efforts at the Company's  operations as well as
reduced consolidated gold production. Total cash costs per ounce attributable to
Homestake  during the three and nine months ended September 30, 1999 declined by
10% and 11%, respectively,  to $182 per ounce and $190 per ounce,  respectively,
compared to the corresponding periods of 1998.

United States

         Gold production from United States  operations  decreased 4% percent to
161,100  ounces in the third quarter of 1999  compared to 168,200  ounces in the
third quarter of 1998. Third quarter weighted-average total cash costs per ounce
declined  10% to $200 per ounce in 1999  from $222 per ounce in 1998,  resulting
primarily  from lower cash costs per ounce at the Ruby Hill mine, a reduction in
production  at the  higher-cost  Homestake  mine,  and  closure of the high cost
Pinson mine.

         At the Homestake  mine in South Dakota,  third quarter gold  production
decreased 14% to 55,500 ounces at a cash cost of $250 per ounce in 1999 compared
to 64,500  ounces at a cash  cost of $256 per  ounce in 1998.  Lower  production
reflects the  completion of mining at the Open Cut during the fourth  quarter of
1998  partially  offset by the processing of residual  stockpiled  ore, which is
expected to be  completed  in the fourth  quarter of 1999.  Lower cash costs per
ounce are due to  continuing  cost  containment  efforts and improved ore grades
resulting from reduced dilution in the underground operations.  At the Ruby Hill
mine near Eureka,  Nevada,  gold production  increased 19% to 33,000 ounces at a
cash cost of $94 per  ounce in the  third  quarter  of 1999  compared  to 27,800
ounces  at a cash  cost of $120  per  ounce in the  prior  year  period.  Higher
production  and lower cash costs  reflect  primarily  an increase in the tonnage
processed.  The McLaughlin  mine in northern  California  produced 29,900 ounces
from residual  stockpiled  ore during the three months ended  September 30, 1999
compared  to  32,900  ounces  in the  comparable  quarter  of  1998.  The  lower
production  primarily  reflects lower grade as the higher-grade  stockpiles have
now  been  depleted.  Cash  costs  per  ounce  increased  5% due  to  the  lower
production.  Homestake's  share of  production  at the  Round  Mountain  mine in
central  Nevada  increased  to  37,200  ounces  at a cash cost of $198 per ounce
during the third  quarter of 1999 from 34,600  ounces at a cash cost of $200 per
ounce for the same period in 1998. These improvements primarily resulted from an
increase in production from the new mill reflecting  higher  throughput and a 7%
increase  in mill  recovery,  partially  offset by lower heap leach  production.
Mining at the Pinson mine near Winnemucca, Nevada


                                       19
<PAGE>
                Homestake Mining Company and Subsidiaries


ceased  in  January  1999  due to low gold  prices  and  production  shortfalls.
Reclamation work at the mine is ongoing.

Canada

         Canadian  gold  production  increased  to  229,200  ounces in the third
quarter  of 1999  compared  to  223,600  ounces  in the third  quarter  of 1998,
primarily due to increased  production at the Eskay Creek mine, partially offset
by completion of mining at the Snip mine in June 1999.  During the third quarter
of 1999,  weighted  average  total  cash  costs  declined  10% to $145 per ounce
compared  to $162 per ounce in 1998 due to the  increased  production  and lower
operating  costs,  partially  offset by a 2% increase in the Canadian  dollar in
relation to the United States  dollar.  On a local  currency  basis,  total cash
costs per ounce declined 12%.

         Production  at the Eskay Creek mine in British  Columbia  increased  to
153,200 gold equivalent  ounces in the third quarter of 1999 compared to 121,900
gold  equivalent  ounces  in 1998  primarily  as a result of  increased  ore and
concentrate  shipments and higher  silver  grades.  Total cash costs  (including
estimated  third-party smelter costs) declined to $126 per ounce for the quarter
from $138 per ounce during the third quarter of 1998. At Hemlo,  Homestake's 50%
share of third quarter 1999 and 1998 production totaled 75,800 ounces and 73,400
ounces,  respectively,  from the combined  Williams and David Bell mines.  Total
cash costs decreased to $183 per ounce during the third quarter of 1999 compared
to $199 per ounce in the prior year  reflecting the processing of David Bell ore
through  the  lower-cost  Williams  mill  commencing  in June  1999,  and  other
operating cost initiatives. Homestake and its joint venture partner expanded the
Williams  processing  facility  to allow the  decommissioning  of the David Bell
processing  plant during June of 1999.  Sustainable  savings achieved during the
third quarter of 1999 by processing David Bell ore through the Williams facility
were $4 per ton.  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.  All active  reclamation  activities  were completed early in the
fourth  quarter of 1999.  Follow up  inspections of the site are planned for the
spring of 2000.

Australia

         Production  from  Australian  operations,  all of which are  located in
Western Australia,  decreased to 217,900 ounces during the third quarter of 1999
compared to 228,200 ounces in the third quarter of 1998. This decline  primarily
was due to the absence of  production  from the closed Mt Morgans mine and lower
production at the Yilgarn  operations  (consisting of the Plutonic,  Lawlers and
Darlot  mines),   partially  offset  by  higher  production  at  the  Kalgoorlie
operations. Weighted-average total cash costs increased to $209 per ounce during
the third  quarter of 1999 from $206 per ounce during the third  quarter of 1998
due to a 9% increase in the average  Australian to U.S. dollar exchange rate. On
a local currency basis,  total cash cost per ounce declined by 8% as a result of
lower  operating  costs and the absence of production  from the  higher-cost  Mt
Morgans mine.

         Homestake's 50% share of gold production from the Kalgoorlie operations
increased to 98,100  ounces  during the third quarter of 1999 compared to 92,500
ounces in the  corresponding  period of 1998 as a result of an  increase  in the
tons milled,  partially offset by slightly lower grade and recovery.  During the
third quarter of 1999, the Fimiston


                                       20
<PAGE>
                Homestake Mining Company and Subsidiaries


SAG mill returned to more normal operations after operating at a lower rotation
speed since June of 1998,  when  structural  cracks were  detected in the mill's
ring gear. The ring gear was replaced in May 1999. Total cash costs increased by
$16 to $231 per  ounce  during  the  third  quarter  of 1999 from $215 per ounce
during the third  quarter of 1998 due to the higher  exchange  rate.  On a local
currency basis, cash costs per ounce declined by 1%. Kalgoorlie operations began
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, this benefit will not be reflected fully 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 was suspended and mining
activities  are  concentrating  on the  developed  ore blocks.  Ore currently is
available to provide production from Mt Charlotte until mid-2000.

         Gold production at the Yilgarn operations declined 3% to 114,300 ounces
as lower  production at the Plutonic and Lawlers  mines was partially  offset by
higher  production  from the Darlot  mine.  Production  from the  Plutonic  mine
totaled  62,100  ounces at a cash cost of $194 per ounce in the third quarter of
1999  compared  to  67,100  ounces at a cash cost of $201 per ounce in the third
quarter of 1998. Cash costs per ounce declined due to lower mining costs and the
blending of  higher-grade  ore with the lower-cost  stockpiled  ore.  During the
third quarter of 1999,  gold  production at the Lawlers mine decreased to 23,800
ounces at a cash cost of $180 per ounce  compared  to 28,300  ounces at $162 per
ounce during the comparable period in 1998 primarily due to a 21% decline in ore
grades.  During the third  quarter of 1999,  gold  production at the Darlot mine
increased by 25% to 28,400 ounces from 22,700 ounces in the corresponding period
of the prior year due to increased  production from the  higher-grade  Centenary
orebody,  which commenced  production in late 1998.  Total cash costs during the
third quarter of 1999 declined to $195 per ounce, compared to $200 per ounce, as
a result of lower  unit  mining  costs and higher  production.  At the Peak Hill
mine, final  reclamation has commenced and processing of residual  stockpiles is
expected to be completed in November 1999.

MAIN PASS 299

         Revenues from Main Pass 299 operations in the first nine months of 1999
decreased  to $14 million  compared to revenues in the first nine months of 1998
of $16.9  million,  and  year-to-date  1999  operating  losses were $2.4 million
compared  to losses of $2.9  million in the  comparable  1998  period.  The 1999
results reflect decreased sales volumes and higher per-unit production costs for
both  sulfur and oil,  offset by higher  sulfur  and oil sales  prices and lower
depreciation charges as the oil assets have been fully depreciated. Sulfur sales
decreased to 57,600 long tons at an average realized price of $62 per ton during
the 1999 third quarter from 73,500 long tons at an average realized price of $59
during the 1998 third quarter.

Other income for the three and nine months  ended  September  30, 1999  includes
foreign  currency  exchange  losses of $4.2 million and gains of $22.6  million,
respectively.  The foreign  currency  exchange  gains in the  nine-month  period
include $14 million  related to foreign  currency  exchange  contracts  and $8.6
million primarily related to intercompany  advances.  Other income for the three
and nine months ended  September 30, 1998  includes  foreign  currency  exchange
losses of $18.2 million and $43.6 million, including losses of $16.8 million and
$39.2 million related to foreign currency exchange contracts, respectively, with
the remainder primarily related to intercompany advances.


                                       21
<PAGE>
                Homestake Mining Company and Subsidiaries



Depreciation,  depletion and  amortization  expense  decreased to $101.2 million
during the nine months ended 1999 compared to $107.1  million for the comparable
1998 period. The decrease primarily reflects write-downs of property,  plant and
equipment  at the  Homestake  and Mt  Charlotte  mines  at the end of 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 $32.7 million  during the nine
months ended  September 30, 1999 compared to $36.6 million during the prior year
primarily as a result of cost reduction efforts.  In addition,  in July 1999 the
Company  announced a plan to further  reduce  overhead cost by 10%,  which along
with the reduction of exploration expense discussed below, is expected to reduce
costs by $25-$30 million annually.

Exploration expense for the first nine months of 1999 decreased to $29.2 million
from $41.5 million during the corresponding period of 1998. As a result of lower
gold prices,  the Company  initiated  exploration  and  corporate  overhead cost
reduction programs.  Exploration expenditures are being reduced by approximately
45% annually.  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 nine months ended  September  30, 1999 was
$11.1  million  compared  to a tax  benefit of $13  million  for the  comparable
nine-month  period in 1998.  Higher tax  expense  reflects an increase in pretax
income and a $3 million charge related to the repatriation of cash to the United
States from Canadian subsidiaries,  partially offset by a $6.4 million reduction
in income  tax  accruals  for  certain  tax  contingencies  that were  favorably
resolved during the third quarter of 1999. The  consolidated  effective tax rate
of 101%  during the first nine 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 income in the United
States  and  Canada  and  pretax   losses  in   Australia   and  other   foreign
jurisdictions.  No tax  benefits  were  recognized  on losses  incurred in other
foreign  jurisdictions  due  to  the  uncertainty  of  their  realization.   The
consolidated  tax  benefit  for the first  nine  months of 1998  includes  $14.6
million relating to a reduction in income tax accruals for certain contingencies
which were favorably  resolved.  The consolidated  effective tax rate during the
first nine months of 1998 was 5% reflecting  the geographic mix of pretax income
and losses,  acquisition costs and other nondeductible expenses for which no tax
benefit was recorded and the tax credit noted above. 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 nine months of 1999, minority interests' share
of losses in  consolidated  subsidiaries  was $1 million  compared  to  minority
interests'  share of income in consolidated  subsidiaries of $0.9 million in the
first nine  months of 1998.  The change in minority  interests'  share of income
primarily  is due to  Homestake's  December  1998  acquisition  of the  minority
interests of Prime.



                                       22
<PAGE>
               Homestake Mining Company and Subsidiaries


         The following charts detail  Homestake's gold production and total cash
costs per ounce by location,  and consolidated  revenue and production costs per
ounce.
<TABLE>
<CAPTION>

                                                                        Production
                                                                  (Ounces in thousands)

                                                    Three Months Ended                 Nine Months Ended
                                                       September 30,                     September 30,
Mine (Percentage interest)                         1999            1998               1999           1998
---------------------------------           ----------------------------       ---------------------------
<S>                                               <C>             <C>               <C>            <C>
Homestake (100)                                    55.5            64.5              158.3          210.9
Ruby Hill (100)                                    33.0            27.8               91.3           88.8
McLaughlin (100)                                   29.9            32.9               93.7           97.8
Round Mountain (25)                                37.2            34.6              102.4          104.1
Pinson (50)                                         0.7             3.2                5.6           14.1
Marigold (33)                                       4.8             5.2               17.6           17.4
                                            ------------    ------------       ------------   ------------
    Total United States                           161.1           168.2              468.9          533.1

Eskay Creek (100) (1)                             153.2           121.9              439.6          393.0
Hemlo Operations:
    Williams (50)                                  51.4            48.6              157.1          144.2
    David Bell (50) (2)                            24.4            24.8               68.1           71.5
Snip (100) (3)                                      0.2            28.3               42.1           78.8
                                            ------------    ------------       ------------   ------------
     Total Canada                                 229.2           223.6              706.9          687.5

Kalgoorlie (50)                                    98.1            92.5              254.0          291.4
Yilgarn Operations:
    Plutonic (100)                                 62.1            67.1              167.6          179.1
    Darlot (100)                                   28.4            22.7               83.4           53.0
    Lawlers (100)                                  23.8            28.3               83.6           90.7
Peak Hill (67)                                      5.5             5.7               17.5           18.3
Mt Morgans (80)                                       -            11.9                  -           46.5
                                            ------------    ------------       ------------   ------------
     Total Australia                              217.9           228.2              606.1          679.0

Agua de la Falda (51)                               3.8             5.4               16.4           17.5
                                            ------------    ------------       ------------   ------------
Consolidated Production                           612.0           625.4            1,798.3        1,917.1
Minority Interests                                    -           (74.2)                 -         (233.1)
                                            ------------    ------------       ------------   ------------
Attributable Production                           612.0           551.2            1,798.3        1,684.0
                                            ============    ============       ============   ============
</TABLE>


                                       23
<PAGE>
              Homestake Mining Company and Subsidiaries
<TABLE>
<CAPTION>

                                                                     Total Cash Costs
                                                                   (Dollars per ounce)

                                                    Three Months Ended                Nine Months Ended
                                                     September 30,                     September 30,
Mine (Percentage interest)                          1999           1998               1999           1998
---------------------------------            ---------------------------       ---------------------------
<S>                                                <C>            <C>                <C>            <C>
United States
   Homestake (100)                                  $250           $256               $257           $252
   Ruby Hill (100)                                    94            120                103            125
   McLaughlin (100)                                  232            220                223            217
   Round Mountain (25)                               198            200                200            200
   Pinson (50)                                         -            607                242            425
   Marigold (33)                                     180            282                206            262
                                             ------------   ------------       ------------   ------------
       Weighted Average United States                200            222                206            219
                                             ------------   ------------       ------------   ------------

Canada
   Eskay Creek (100) (4)                             126            138                128            130
   Hemlo Operations:
       Williams (50)                                 192            211                205            221
       David Bell (50)                               165            175                187            192
   Snip (100)                                          -            173                208            199
                                              ------------   ------------       ------------   ------------
       Weighted Average Canada                       145            162                156            164
                                             ------------   ------------       ------------   ------------

Australia
   Kalgoorlie (50) (5)                               231            215                237            232
   Yilgarn Operations:
       Plutonic (100)                                194            201                229            235
       Darlot (100)                                  195            200                194            264
       Lawlers (100)                                 180            162                170            185
   Peak Hill (67)                                    179            261                179            273
   Mt Morgans (80)                                     -            253                  -            234
                                             ------------   ------------       ------------   ------------
       Weighted Average Australia                    209            206                218            230
                                             ------------   ------------       ------------   ------------
Chile
   Agua de la Falda (51)                             167            203                188            202
                                             ------------   ------------       ------------   ------------
Consolidated Weighted Average                        182            195                190            203
                                             ------------   ------------       ------------   ------------
Minority Interests                                     -            144                  -            142
                                             ------------   ------------       ------------   ------------
Attributable Weighted Average                       $182           $202               $190           $213
                                             ============   ============       ============   ============

</TABLE>


                                       24

<PAGE>
             Homestake Mining Company and Subsidiaries

<TABLE>
<CAPTION>

                                                   Three Months Ended               Nine Months Ended
                                                       September 30,                 September 30,
Per Ounce of Gold                                  1999          1998                1999           1998
                                             -------------------------        ---------------------------
<S>                                                <C>           <C>                 <C>            <C>
Revenue                                            $278          $307                $286           $313
                                             ===========   ===========        ============   ============

Consolidated Per Ounce Costs:
Cash Operating Costs (6)                           $178          $191                $186           $199
Other Cash Costs (7)                                  4             4                   4              4
                                             -----------   -----------        ------------   ------------
     Total Cash Costs                               182           195                 190            203
Noncash Costs  (8)                                   53            53                  54             55
                                             -----------   -----------        ------------   ------------
     Total Production Costs                        $235          $248                $244           $258
                                             ===========   ===========        ============   ============


Homestake Attributable Production:
     Cash Operating Costs                          $178          $197                $186           $208
     Total Cash Costs                               182           202                 190            213
     Total Production Costs                        $235          $255                $244           $268
                                             ===========   ===========        ============   ============

<FN>
(1)  Ounces produced are expressed on a gold equivalent basis and include 80,400
     (70,900  in 1998)  ounces of gold and 3.6  million  (2.8  million  in 1998)
     ounces of silver contained in ore and concentrates  sold to smelters in the
     third  quarter,  and  240,900  (214,300  in 1998)  ounces  of gold and 10.3
     million  (9.1  million  in 1998)  ounces  of  silver  contained  in ore and
     concentrates sold to smelters in the nine-month period.

(2)  Ounces  produced  include 2,900 and 8,500 ounces of gold  production in the
     quarter and year-to-date periods,  respectively,  from the Quarter Claim in
     both 1999 and 1998.

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

(4)  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.

(5)  Includes  the  effect  of  insurance  proceeds  received  and  credited  to
     processing costs of $0.2 million and $4.8 million in the 1999 third quarter
     and nine-month periods, respectively.

(6)  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.

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

(8)  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>


                                       25
<PAGE>
             Homestake Mining Company and Subsidiaries


LIQUIDITY AND CAPITAL RESOURCES

         Cash provided by operations  totaled  $100.2  million  during the first
nine months of 1999 compared to $103.3  million  during the first nine months of
1998.  Working  capital  at  September  30,  1999  amounted  to $253.2  million,
including cash and equivalents and short-term investments of $270.4 million.

         Capital  expenditures  of $70.3 million during the first nine months of
1999  compare to capital  expenditures  of $54.3  million  during the first nine
months of 1998. Capital  expenditures in 1999 include  approximately $28 million
at the Yilgarn  operations  (Plutonic,  Darlot and Lawlers mines)  primarily for
underground  development  work,  $18.5  million  at  the  Kalgoorlie  operations
primarily  to  acquire  equipment  for  owner  mining  and $7.4  million  at the
Homestake mine primarily for underground  mobile mining equipment and a raise on
the tailings dam. The balance of the 1999 capital expenditures primarily relates
to sustaining capital at the Company's other operating mines.  Capital additions
during 1998 include $19.5 million primarily for underground  development work at
the Plutonic and Darlot mines.  Capital  expenditures  for the remainder of 1999
are  expected to total  approximately  $40  million.  In addition to  sustaining
capital,  planned  expenditures  include  approximately  $18  million to acquire
additional  equipment  for  owner  mining  at the Super  Pit.  The owner  mining
equipment  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 nine months of 1999
were  $64.3  million,  compared  to $7.6  million  for the  nine  months  ending
September 30, 1998.  Net debt  repayments in 1999 reflect the repurchase of $4.5
million  (excluding $3.9 million  repurchased on September 30, 1999 and included
in accounts payable at September 30, 1999) of the 5.5% convertible  subordinated
notes ("Convertible  Notes") which mature on June 23, 2000, and repayment of all
Australian dollar-denominated borrowings under the credit facility from existing
cash and  short-term  investment  balances and $100 million  (C$150  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   $100  million  of   Convertible   Notes
outstanding  at September  30, 1999 as long-term  debt since the Company has the
ability under the credit facility,  and the intent, to refinance $100 million of
these obligations for a period longer than one year from September 30, 1999. The
remaining $41.6 million of Convertible  Notes have been classified as current as
the Company expects to retire this debt using cash and equivalent balances.


                                       26
<PAGE>
             Homestake Mining Company and Subsidiaries


         In May 1999, Company paid a dividend of $0.05 per common share (C$0.075
per HCI exchangeable  share). In September 1999, the Company declared a dividend
of $0.025 per common share  (C$0.037  per HCI  exchangeable  share),  payable on
November  17,  1999 to  shareholders  of record on October 29,  1999.  This rate
reduction is in response to the continued  weakness in the price of gold. At the
same time, the Company also announced that under current economic  conditions it
will consider the future payment of dividends once a year during the second half
of the year.

         In July 1999,  the  Company  closed out US  dollar-denominated  forward
sales contracts covering 245,000 ounces of gold maturing in the years 2001, 2002
and 2003. The pretax gain of $35 million realized as a result of this action has
been  deferred  and will be  recorded  in  income as the  originally  designated
production is sold.

         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.  The Company
expects to adopt SFAS 133 effective 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 rates 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.


                                       27
<PAGE>

             Homestake Mining Company and Subsidiaries


Year 2000 Compliance

         The Year 2000 ("Y2K") issue is the result of computerized systems using
two digits  rather  than four to  identify an  applicable  year.  Date-sensitive
systems  may  recognize  a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculation   causing
disruptions of business operations.

         In 1998,  Homestake  commenced a comprehensive  Y2K program designed to
address hardware, software and Y2K issues. As part of that program, the Company:

(i)  Completed a review of its computer-based  information systems and installed
     Y2K  compliant  upgrades or  replacements  for those  determined  to be Y2K
     non-compliant.  Testing of these systems has been  completed and monitoring
     will continue through key Y2K rollover dates.  Contingency  plans to ensure
     the availability of critical  financial and non-financial data have been or
     will be developed and implemented in the fourth quarter.  Such  contingency
     plans primarily  consist of more frequent and detailed back-up of financial
     systems data around December 31, 1999.
(ii) Completed  a review  of all  microprocessor-controlled  devices,  including
     process-monitoring  systems, in use at its operating  locations.  Necessary
     remediation  to  devices  or systems  determined  to be Y2K  non-compliant,
     including  upgrades,  were  completed  during  the third  quarter  of 1999.
     Operational  contingency  plans  for  critical  microprocessor-controlled
     devices have  either  been  completed or will be completed by year end.
(iii)Surveyed  major  suppliers and customers to assess their Y2K compliance and
     developed  contingency plans to mitigate temporary delays. Such contingency
     plans include the  maintenance  of higher than  standard  levels of certain
     critical supplies and ensuring back-up,  on-site power generation  capacity
     at some operations.

         With the exception of ore and concentrates  produced at the Eskay Creek
mine, 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 Y2K  compliance  programs in the  financial  industry,  the
Company  expects that their core  financial  and  operating  systems will be Y2K
compliant,  and that there will be no  significant  disruption  in the Company's
ability to sell its gold  production.  The  smelters  that  purchase the ore and
concentrates  produced at Eskay Creek have been contacted  directly,  and though
they have not  completed  all of their Y2K  compliance  activities,  they do not
expect any significant disruptions related to Y2K issues.

         In addition to its internal program,  the Company is monitoring similar
Y2K  related  activities  at its joint  venture  operations  where it is not the
operator, and it is not aware of any Y2K compliance issues.

         Homestake's  management  information  systems and operations staff will
monitor critical  operations  during certain key Y2K rollover dates December 31,
1999 - January 1, 2000, February 28-29, 2000, and December 31, 2000 - January 1,
2001.

         The  Company  has  not  established  systems to track Y2K related costs
directly.  Total Y2K  program  expenditures,  which are  composed  primarily  of
internal payroll costs and  external  consulting  fees,  are  expected to total
approximately  $1.5  million.  The majority of these costs have been incurred by
September 30, 1999.

                                       28
<PAGE>
             Homestake Mining Company and Subsidiaries



         Although  Homestake  believes that its program will adequately  address
Y2K  issues  and  prevent  significant  business  disruptions,  there  can be no
assurances  that  compliance-related  failures  will not occur.  Such  failures,
including  Y2K  related  microprocessor  problems  that  are not  identified  or
remedied  or the  compliance-related  failure  of a material  supplier  (such as
suppliers  of power  or  water)  could  result  in  production  disruptions  and
temporary  delays  in  Homestake's  ability  to  generate  cash  flow  from  its
operations.  These  disclosures are based on Homestake's  current  expectations,
estimates and projections.  Because of uncertainties,  the actual effects of the
Y2K 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 Y2K  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 Y2K issues or to
develop  appropriate  contingency  plans for all Y2K issues that  ultimately may
arise.



Part II - OTHER INFORMATION

Item 1. - Legal Proceedings

         See Note 9 to the Condensed  Consolidated Financial Statements included
in Part I of this Form 10-Q regarding  settlement of claims and counterclaims on
the Whitewood Creek litigation.

         In October  1997,  HCI and Prime  entered into an agreement  with Inmet
Mining  Corporation  ("Inmet")  to purchase  the Troilus mine in Quebec for $110
million plus working  capital.  In December 1997,  HCI and Prime  terminated the
agreement  after  determining  that,  on the  basis  of due  diligence  studies,
conditions to closing the  arrangement  would not be satisfied.  On February 23,
1998,  Inmet filed suit against  Prime and HCI in the British  Columbia  Supreme
Court,  disputing the termination of the agreement,  and alleging that Prime and
HCI had breached the  agreement.  Inmet seeks  specific  performance  or, in the
alternative, equitable damages. Homestake believes that the agreement with Inmet
was terminated properly and that the action by Inmet is without merit. Homestake
intends to defend this action  vigorously.  Discovery is continuing and trial is
scheduled for January 2001.


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

                                       29
<PAGE>
             Homestake Mining Company and Subsidiaries


         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  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,  changes 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.


Item 6.
<TABLE>
<CAPTION>

(a)  Exhibits                                                        Method of Filing

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

     27    Financial Data Schedule - September 30, 1999              Filed herewith
                                                                       electronically
</TABLE>

                                       30
<PAGE>
             Homestake Mining Company and Subsidiaries



(b) Reports on Form 8-K

    No reports on Form 8-K were filed during the quarter  ended  September  30,
    1999.

                                       31
<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:  November 11, 1999                      By /s/ David W. Peat
       -----------------                        -----------------
                                                David W. Peat
                                                Vice President, Finance and
                                                Chief Financial Officer
                                                (Principal Financial Officer)






Date:  November 11, 1999                     By /s/ James B. Hannan
       -----------------                        -------------------
                                                James B. Hannan
                                                Vice President and Controller
                                               (Principal Accounting Officer)


                                       32