UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

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

                  For the Quarterly Period Ended March 31, 2001

|_|   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

                         1600 Riviera Avenue, Suite 200
                       Walnut Creek, California 94596-3568
                            Telephone: (925) 817-1300
                            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 30, 2001 was
263,380,225.*

*     Includes 3,017,393 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

                                   FORM 10-Q/A
                      FOR THE QUARTER ENDED MARCH 31, 2001
                                      INDEX

PART 1. FINANCIAL INFORMATION

   Item 1.  Financial Statements

            a)    Condensed Statements of Consolidated
                  Operations For the Three Months Ended March 31, 2001
                  and 2000.....................................................3

            b)    Condensed Consolidated Balance Sheets
                  As of March 31, 2001 and December 31, 2000...................4

            c)    Condensed Statements of Consolidated Cash Flows
                  For the Three Months Ended March 31, 2001 and 2000...........5

            d)    Notes to Condensed Consolidated Financial Statements.........6

   Item 2.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................19

PART 2. OTHER INFORMATION

   Item 1.  Legal Proceedings.................................................26

   Item 5.  Other Information.................................................27

   Item 6.  Exhibits and Reports on Form 8-K..................................28

   Item 7.  Signatures........................................................29


                                       2
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

A.    CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
      (In thousands, except per share amounts)

<Table>
<Caption>
                                                          Three Months Ended
                                                               March 31,
                                                         2001            2000
                                                     -------------   -------------
                                                     (As Restated)   (As Restated)
<S>                                                    <C>             <C>
REVENUES
    Gold and ore sales                                 $ 165,456       $ 165,525
    Interest income                                        3,299           5,089
    Other loss (note 2)                                   (9,037)        (12,421)
                                                       ---------       ---------
                                                         159,718         158,193
                                                       ---------       ---------
COSTS AND EXPENSES
    Production costs                                     119,965         109,334
    Depreciation, depletion and amortization              35,039          36,578
    Administrative and general expense                    11,381          11,121
    Exploration expense                                   12,556          10,049
    Interest expense                                       3,446           4,445
    Other expense                                            312             899
                                                       ---------       ---------
                                                         182,699         172,426
                                                       ---------       ---------

LOSS BEFORE TAXES AND MINORITY INTERESTS                 (22,981)        (14,233)
    Income Taxes                                            (488)         (7,047)
    Minority Interests                                       625             155
                                                       ---------       ---------
LOSS FROM CONTINUING OPERATIONS                          (22,844)        (21,125)
LOSS FROM DISCONTINUED OPERATIONS
    (net of tax benefit, 2001 - $nil, 2000 - $60)             --          (1,459)
                                                       ---------       ---------
NET LOSS                                               $ (22,844)      $ (22,584)
                                                       =========       =========

PER SHARE AMOUNTS - BASIC AND DILUTED:
  Loss from continuing operations                      $   (0.09)      $   (0.08)
  Loss from discontinued operations                           --           (0.01)
                                                       ---------       ---------
NET LOSS PER SHARE                                     $   (0.09)      $   (0.09)
                                                       =========       =========

WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION          263,273         260,339
                                                       =========       =========

DIVIDENDS PAID PER COMMON SHARE                        $      --       $      --
                                                       =========       =========
</Table>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

B.    CONDENSED CONSOLIDATED BALANCE SHEETS
      (In thousands, except per share amounts)

<Table>
<Caption>
                                                                             (unaudited)
                                                                               March 31,       December 31,
                                                                                 2001              2000
                                                                             -------------     -------------
                                                                             (As Restated)     (As Restated)
<S>                                                                           <C>               <C>
ASSETS
CURRENT ASSETS
    Cash and equivalents                                                      $   187,238       $   193,422
    Short-term investments                                                          6,262             6,237
    Receivables                                                                    40,787            38,848
    Inventories (note 4)                                                           81,815            87,762
    Deferred income taxes                                                          11,200             4,021
    Other                                                                           1,261             1,915
                                                                              -----------       -----------
       Total current assets                                                       328,563           332,205
                                                                              -----------       -----------

PROPERTY, PLANT AND EQUIPMENT, NET                                                838,882           926,380

INVESTMENTS AND OTHER ASSETS                                                      107,839            99,358
                                                                              -----------       -----------
TOTAL ASSETS                                                                  $ 1,275,284       $ 1,357,943
                                                                              ===========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                                          $    26,916       $    37,779
    Accrued liabilities                                                            96,295            91,080
    Income and other taxes payable                                                  5,843             9,050
    Current portion of deferred gain on close-out of
       forward sales contracts (note 6)                                                --            12,869
    Current portion of long-term debt and capital leases                            2,489             2,822
                                                                              -----------       -----------
       Total current liabilities                                                  131,543           153,600
                                                                              -----------       -----------

LONG-TERM LIABILITIES
    Long-term debt and capital leases (note 5)                                    214,810           224,616
    Other long-term obligations                                                   228,583           221,856
                                                                              -----------       -----------
       Total long-term liabilities                                                443,393           446,472
                                                                              -----------       -----------

DEFERRED GAIN ON CLOSE-OUT OF FORWARD SALES CONTRACTS  (note 6)                        --            22,223
DEFERRED INCOME TAXES                                                             175,790           180,089
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES                                     9,595            10,375
SHAREHOLDERS' EQUITY
    Capital stock, $1 par value per preferred and common share:
       Authorized - Preferred: 10,000 shares; no shares outstanding
                          - Common: 450,000 shares
       Outstanding - HCI exchangeable shares: 2001 - 3,277; 2000 - 3,375
                            - Common: 2001 - 260,013 ; 2000 - 259,846             260,013           259,846
    Additional paid-in capital                                                    938,037           936,574
    Deficit                                                                      (578,843)         (555,999)
    Accumulated other comprehensive loss                                         (104,244)          (95,237)
                                                                              -----------       -----------
       Total shareholders' equity                                                 514,963           545,184
                                                                              -----------       -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $ 1,275,284       $ 1,357,943
                                                                              ===========       ===========
</Table>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                        4
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

C.    CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
      (In thousands)

<Table>
<Caption>
                                                                    Three Months Ended
                                                                        March 31,
                                                                   2001            2000
                                                               -------------   -------------
                                                               (As Restated)   (As Restated)
<S>                                                              <C>             <C>
OPERATING ACTIVITIES
    Loss from operations                                         $ (22,844)      $ (22,584)
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                     35,039          36,578
       Gain (loss) on investment sales and asset disposals          (2,864)            263
       Loss from discontinued operations                                --           1,459
       Deferred taxes, minority interests and other                  6,623           1,394
       Effect of changes in operating working capital items         (9,501)         20,480
                                                                 ---------       ---------
Net cash provided by continuing operations                           6,453          37,590
Net cash provided by discontinued operations                           928             408
                                                                 ---------       ---------
Net cash provided by operating activities                            7,381          37,998
                                                                 ---------       ---------

INVESTMENT ACTIVITIES
    Decrease (increase) in investments                                 (25)        108,214
    Additions to property, plant and equipment                     (17,551)        (16,410)
    Proceeds from sale-leaseback of equipment                           --           4,755
    Proceeds from investment and asset sales                         7,923             167
    Decrease (increase) in restricted cash                          (3,099)          1,789
                                                                 ---------       ---------
Net cash provided by (used in) investment activities               (12,752)         98,515
                                                                 ---------       ---------

FINANCING ACTIVITIES
    Borrowings                                                         821              --
    Debt repayments                                                   (624)           (977)
                                                                 ---------       ---------
Net cash provided by (used in) financing activities                    197            (977)
                                                                 ---------       ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS             (1,010)         (1,745)
                                                                 ---------       ---------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                     (6,184)        133,791

CASH AND EQUIVALENTS, JANUARY 1                                    193,422         130,273
                                                                 ---------       ---------

CASH AND EQUIVALENTS, MARCH 31                                   $ 187,238       $ 264,064
                                                                 =========       =========
</Table>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       5
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

1.    GENERAL INFORMATION AND RESTATEMENT

      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, which is incorporated by reference in the
      Company's Annual Report on Form 10-K for the year ended December 31, 2000.

            After issuing Homestake's 2000 financial statements and filing the
      Form 10-K with the Securities and Exchange Commission ("SEC"), and
      following extensive discussion with the Staff of the SEC and the Company's
      independent accountants, management determined it was necessary to revise
      its financial statements to expense previously capitalized costs
      associated with its Veladero project in Argentina, to revise its
      depreciation and reclamation calculations at the Plutonic and Lawlers
      mines in Western Australia, and to revise the financial statement footnote
      presentation of Homestake's segment information.

            Because the level of engineering and other exploration work
      completed at the Veladero project does not meet the criteria for a full
      feasibility study, Homestake has reclassified its previously stated
      Veladero reserves as mineralized material. As a result of this
      reclassification, Homestake has revised its financial statements to
      expense previously capitalized Veladero project development expenditures
      incurred during the period April 1, 2000 through March 31, 2001. See Note
      11 for the principal effects of this restatement.

            Management also determined that it is necessary to revise the
      Company's depreciation and reclamation calculations for the Plutonic and
      Lawlers mines. In accordance with US GAAP only proven and probable
      reserves may be used in depreciation and reclamation calculations. The
      Company had used its best estimate of future gold production as the base
      for its depreciation and reclamation charges at the Plutonic and Lawlers
      mines, since their acquisition in 1998. The Company's decision to use its
      best estimate of future gold production for depreciation and reclamation
      calculations at these mines reflected the fact that, at the time of their
      acquisition, only a relatively small proportion of the total inventory of
      mineralized material at these mines had been upgraded to the reserves
      category. Homestake has revised its financial statements to use only
      proven and probable reserves for calculating depreciation and reclamation
      charges for these mines. See Note 11 for the principal effects of this
      restatement.

            In addition, Homestake determined that it is necessary to revise the
      financial statement footnote presentation of its segment information
      because discrete operating and financial information is reported to the
      Chief Operating Officer for each mine. The Company previously had
      aggregated each mine within each geographic segment for segment disclosure
      purposes because each mine was considered by management to have similar
      economic characteristics. However, as ore grades and other operating
      factors can vary significantly by


                                       6
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      mine, with resulting material variations in unit operating costs,
      management has determined that each mine should be reported separately for
      segment disclosure purposes. Refer to Note 7 for revised segment
      information.

      All amounts are in United States dollars unless otherwise indicated.

2.    OTHER LOSS

<Table>
<Caption>
                                                          Three Months Ended
                                                               March 31,
                                                       -----------------------
(in thousands)                                           2001           2000
                                                       --------       --------
<S>                                                    <C>            <C>
Foreign currency contract losses                       $ (2,815)      $ (8,159)
Foreign currency exchange losses on
     intercompany loans and other                       (12,705)        (5,876)
Oil sales                                                   503          1,131
Gains (losses) on investments and asset disposals         2,865           (937)
Royalty income                                              623          1,289
Pension plan curtailment and settlement gains             1,715             --
Other                                                       777            131
                                                       --------       --------
                                                       $ (9,037)      $(12,421)
                                                       ========       ========
</Table>

      In the 2001 first quarter, Homestake recorded a non-recurring gain of $2.4
      million related to the sale of mining information in conjunction with an
      agreement to sublease its Just-in-Case property in Western Australia for a
      ten-year period. Homestake received a payment of $2.4 million (A$5.0
      million) for the sale of the mining information, and subject to receiving
      government approvals, will receive lease payments of $3.6 million (A$7.5
      million) and $6.0 million (A$12.5 million) no later than December 31, 2006
      and December 31, 2008, respectively. Accordingly, lease revenue of $9.6
      million (A$20.0 million) will be accrued over the ten-year lease term.
      Homestake will also receive a 3.5% net smelter return royalty (NSR) on all
      production from the Just-in-Case sublease, and in addition, is entitled to
      a payment of up to $6.3 million (A$13.0 million) in the event that
      production from the sublease does not reach a specified cumulative level
      by contracted dates. This payment is creditable against the NSR.


                                       7
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

3.    COMPREHENSIVE LOSS

<Table>
<Caption>
                                                                      Three Months Ended
                                                                           March 31,
                                                                 -----------------------------
(in thousands)                                                        2001           2000
                                                                 -------------   -------------
                                                                 (As Restated)   (As Restated)
<S>                                                                 <C>            <C>
Net Loss                                                            $(22,844)      $(22,584)
Other Comprehensive Income (Loss):
  Changes in unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising
       during the period                                              (2,520)         1,061
    Less: Reclassification adjustments for gains
             (losses) included in net loss                               208           (689)
    Income taxes                                                           1           (477)
                                                                    --------       --------
                                                                      (2,727)         1,273
                                                                    --------       --------
  Foreign currency translation adjustments
       (before and after tax)                                        (38,250)       (20,342)
                                                                    --------       --------

  SFAS 133 transition adjustment (note 6)                             35,092             --
  Reclassification adjustments for deferred gains on close-out
       of forward sales contracts included in net loss                (3,253)            --
  Income taxes                                                           131             --
                                                                    --------       --------
                                                                      31,970             --
                                                                    --------       --------
Other Comprehensive Loss                                              (9,007)       (19,069)
                                                                    --------       --------
Comprehensive Loss                                                  $(31,851)      $(41,653)
                                                                    ========       ========
</Table>

4.    INVENTORIES

<Table>
<Caption>
                                                   March 31,           December 31,
(in thousands)                                       2001                 2000
                                                   ---------          ------------
<S>                                                 <C>                  <C>
Finished products                                   $26,136              $28,327
Ore and in process                                   35,679               37,955
Supplies                                             20,000               21,480
                                                    -------              -------
                                                    $81,815              $87,762
                                                    =======              =======
</Table>


                                       8
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

5.    LONG-TERM DEBT AND CAPITAL LEASES

<Table>
<Caption>
                                                         March 31,     December 31,
(in thousands)                                             2001           2000
                                                        ---------     ------------
<S>                                                      <C>            <C>
Cross-border credit facility (due 2003)                  $142,439       $148,941
Pollution control bonds:
     Lawrence County, South Dakota (due 2032)              38,000         38,000
     State of California (due 2004)                        17,000         17,000
Capital leases                                             19,860         23,497
                                                         --------       --------
                                                          217,299        227,438
Less: current portion of capital leases                     2,489          2,822
                                                         --------       --------
                                                         $214,810       $224,616
                                                         ========       ========
</Table>

6.    DERIVATIVE FINANCIAL INSTRUMENTS

      The Company uses derivative financial instruments as part of an overall
      risk-management strategy. These instruments are used as a means of hedging
      exposure to precious metals prices and foreign currency exchange rates.
      The Company does not hold or issue derivative financial instruments for
      trading purposes.

      Effective January 1, 2001, the Company adopted Statement of Financial
      Accounting Standards No. 133, "Accounting for Derivative Instruments and
      Hedging Activities" ("SFAS 133"), as amended by SFAS 138, "Accounting for
      Certain Derivative Instruments and Certain Hedging Activities" ("SFAS
      138"). The adoption of SFAS 133, as amended by SFAS 138, had no impact on
      the Company's results for the period. However, gains of $35.0 million
      relating to gold and silver hedging contracts previously closed out, have
      been reclassified on adoption from deferred gains to other accumulated
      comprehensive loss.

      SFAS 133 requires that derivatives be recognized as assets or liabilities
      and be measured at fair value. Gains or losses resulting from changes in
      the fair value of derivatives in each period are to be accounted for
      either in current earnings or other comprehensive income depending on the
      use of the derivatives and whether they are designated as, and qualify
      for, hedge accounting.

      The Company uses combinations of put and call options to hedge its
      exposure to foreign currency exchange rates. In accordance with SFAS 133,
      the Company has elected not to designate its foreign currency options as
      hedges and, accordingly, gains and losses resulting from changes in the
      fair value of these contracts will continue to be recorded in earnings
      each period.

      At January 1, 2001 and March 31, 2001, the Company's hedging contracts
      used to reduce exposure to precious metal prices, consisted entirely of
      forward sales contracts. The Company settles these contracts through the
      physical delivery of production from its operations at the contract
      settlement dates. Therefore, the forward sales contracts meet the criteria
      for the normal purchases and normal sales exemption of SFAS 133, as
      amended by


                                       9
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      SFAS 138. Accordingly, recognition of the forward sales contracts will
      continue to be deferred until settlement.

      Foreign Currency Contracts

      Under the Company's foreign currency protection program, the Company has
      entered into a series of foreign currency option contracts to minimize the
      effects of a strengthening of either the Canadian or Australian currencies
      in relation to the United States dollar. In July 2000, the Company
      discontinued its foreign currency protection program. Contracts
      outstanding at March 31, 2001, are expected to remain in place until
      maturity.

      At March 31, 2001, the Company had foreign exchange currency option
      contracts outstanding as follows:

<Table>
<Caption>
                                                                  EXPECTED MATURITY OR TRANSACTION DATE
                                                                  -------------------------------------
                                                                                                  TOTAL OR
    (US$ IN MILLIONS, EXCEPT EXCHANGE RATE AMOUNTS)                2001          2002              AVERAGE
                                                                ----------    ----------         ------------
<S>                                                                <C>                               <C>
    CANADIAN $ / US $ OPTION CONTRACTS:
      US $ covered                                                 $43.6          --                 $43.6
        Written puts, average exchange rate (1)                     0.68          --                  0.68
      US $ covered                                                 $39.6          --                 $39.6
        Purchased calls, average exchange rate (2)                  0.65          --                  0.65
      US $ covered                                                 $16.5          --                 $16.5
        Purchased puts, average exchange rate (3)                   0.65          --                  0.65

    AUSTRALIAN $ / US $ OPTION CONTRACTS:
      US $ covered                                                 $66.2        $33.0                $99.2
        Written puts, average exchange rate (1)                     0.66         0.68                 0.67
      US $ covered                                                 $66.2        $33.0                $99.2
        Purchased calls, average exchange rate (2)                  0.65         0.68                 0.66
      US $ covered                                                 $59.2        $33.0                $92.2
        Purchased puts, average exchange rate (3)                   0.64         0.65                 0.64
</Table>

      (1)   Assuming exercise by the counterparty at the expiration date, the
            Company would exchange US dollars for Canadian or Australian dollars
            at the put exchange rate. The counterparty 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 Canadian or Australian dollars for US dollars at the
            put exchange rate. The Company would exercise the option if the spot
            exchange rate was below the put exchange rate.

      Precious Metal Contracts

      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.


                                       10
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      At March 31, 2001, the unamortized portion of the gain resulting from the
      early settlement of certain gold forward sales and option contracts prior
      to the adoption of SFAS 133, maturing in the years 2001, 2002 and 2003 was
      $32.0 million which has been recorded in accumulated other comprehensive
      loss and will be reclassified into income as the originally designated
      production is sold. Of this amount, $11.9 million will be recognized in
      income in the twelve month period to March 31, 2002. In March 2000, the
      Company closed out and financially settled its remaining US dollar
      denominated silver forward sales contracts covering 3.6 million ounces
      maturing in 2000 and 2001. At March 31, 2001, the unamortized pretax
      portion of this gain of $619,000, realized on this transaction has been
      recorded in other comprehensive loss and will be reclassified in income as
      the originally designated production is sold.

      In the condensed consolidated balance sheet contained in our first quarter
      2001 press release, the unamortized portion of gains from the early
      settlement of certain gold and silver derivatives, as discussed above,
      were classified as liabilities.

      At March 31, 2001, the Company had gold forward sales contracts
      outstanding as follows:

<Table>
<Caption>
                                                               EXPECTED MATURITY OR TRANSACTION DATE
                                        ------------------------------------------------------------------------------------
                                                                                                                   TOTAL OR
                                              2001        2002       2003        2004       2005     THEREAFTER     AVERAGE
                                        ------------------------------------------------------------------------------------
US $ DENOMINATED CONTRACTS:
<S>                                          <C>        <C>         <C>        <C>        <C>                      <C>
   Forward sales contracts:
    Ounces                                    10,000     10,000         --          --     90,000      559,200       669,200
    Average price (US$ per oz.)                 $400       $403         --          --       $400         $418          $415

AUSTRALIAN $ DENOMINATED CONTRACTS:(1)

   Forward sales contracts:
    Ounces                                   333,000    348,800     258,800    228,800    302,000          --      1,471,400
    Average price (A$ per oz.)                  $511       $539        $553       $592       $568          --           $549
    Average price (US$ per oz.)(1)              $248       $262        $268       $288       $276          --           $267
</Table>

      (1)   Expressed in US dollars at the March 31, 2001 exchange rate of A$ =
            US$ 0.4858

7.    SEGMENT INFORMATION (RESTATED)

            The Company is primarily engaged in gold mining and related
      activities. Accordingly, the Company's operating mines are considered
      segments for financial reporting purposes. The Company's Round Mountain,
      Homestake, McLaughlin and Ruby Hill mines are located in the United
      States, the Eskay Creek and Hemlo mines are located in Canada and the
      Kalgoorlie, Plutonic, Darlot and Lawlers mines are located in Australia.


                                       11
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

            Segment information for the three months ended March 31, 2001 and
      2000 are as follows:

<Table>
<Caption>
                                   Round
                                  Mountain       Homestake     McLaughlin    Ruby Hill  Eskay Creek      Hemlo
                                 -------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>           <C>         <C>          <C>
2001
Product Sales                      $ 25,039       $ 12,555       $ 8,110       $7,386      $27,571      $20,007
Other Revenue                            11            299            11           --           51          340
Total Revenues                       25,050         12,854         8,121        7,386       27,622       20,347
Operating Earnings (Loss) (b)      $  1,309       $ (1,869)      $(1,770)      $  574      $ 2,965      $ 1,563

2000
Product Sales                      $  8,709       $ 13,008       $ 8,220       $8,888      $33,355      $24,101
Other Revenue                            14            254           (96)          --            1           95
Total Revenues                        8,723         13,262         8,124        8,888       33,356       24,196
Operating Earnings (Loss) (b)      $ (1,227)      $   (258)      $  (687)      $1,439      $ 7,954      $ 5,281

<Caption>
                                                                                                    Reconciling
                                 Kalgoorlie     Plutonic       Darlot       Lawlers     Corp/Other    Items (a)        Total
                                 ----------------------------------------------------------------------------------------------
<S>                                <C>          <C>            <C>           <C>         <C>           <C>           <C>
2001
Product Sales                      $27,541      $ 15,313       $ 8,345       $6,887      $ 6,702       $    --       $ 165,456
Other Revenue                          214            80           (17)          22       (4,187)       (2,562)         (5,738)
Total Revenues                      27,755        15,393         8,328        6,909        2,515        (2,562)        159,718
Operating Earnings (Loss) (b)      $ 2,549      $  2,073       $ 2,041       $  515      $(2,674)      $(2,562)      $   4,714

2000
Product Sales                      $28,744      $ 16,701       $ 8,130       $6,219      $ 9,450       $    --       $ 165,525
Other Revenue                          100            41           (26)           6       (5,113)       (2,608)         (7,332)
Total Revenues                      28,844        16,742         8,104        6,225        4,337        (2,608)        158,193
Operating Earnings (Loss) (b)      $ 3,266      $   (505)      $   354       $  598      $(1,326)      $(2,608)      $  12,281
</Table>

(a) Primarily intercompany financing.
(b) Operating earnings represent total revenues and other income less production
    costs and depreciation, depletion and amortization.

7.    CONTINGENCIES

      Environmental Contingencies

      The Comprehensive Environmental Response, Compensation and Liability Act
      of 1980 imposes heavy liabilities on any person who discharges hazardous
      substances. The Environmental Protection Agency publishes a National
      Priorities List ("NPL") of known or threatened releases of such
      substances.

      Homestake's former uranium millsite near Grants, New Mexico is listed on
      the NPL. 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. At March 31, 2001, Homestake


                                       12
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      had received $33.0 million from the DOE and had a receivable of $4.1
      million for the DOE's share of reclamation expenditures made by Homestake
      through March 31, 2001. On April 25, 2001, the Company received $2.5
      million from DOE.

      In 1983, the state of New Mexico filed claims against Homestake for
      natural resource damages resulting from the Grants Site. To date, the
      state of New Mexico has taken no action to enforce its claims.

      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.

8.    HOMESTAKE CANADA INC. ("HCI")

      In connection with the 1998 acquisition of the minority interests in Prime
      Resources Group Inc., HCI issued 11.1 million HCI exchangeable shares.
      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 one
      Homestake common share. A share of special voting stock, which was issued
      to the transfer agent in trust for the holders of the HCI exchangeable
      shares, provides the mechanism for holders of the HCI exchangeable shares
      to receive their voting rights.

      Homestake, through a wholly owned subsidiary, owns all the common shares
      outstanding of HCI. At March 31, 2001, HCI had 3.3 million HCI
      exchangeable shares outstanding, which were held by the public.

      Following the 1999 business combination with Argentina Gold, Homestake's
      investment in Argentina Gold was 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 shareholder's equity of Argentina Gold have been recorded
      in HCI's financial statements at their historical cost basis. The
      difference between the historical cost basis of Argentina Gold
      shareholder's equity and its fair value at the date of transfer has been
      recorded as a reduction to HCI's shareholders' equity.


                                       13
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Summarized consolidated financial information for HCI is as follows:

<Table>
<Caption>
(in thousands)                                  March 31,       March 31,      December 31,   December 31,
                                                   2001           2001            2000            2000
                                             --------------   -------------   --------------  -------------
                                             (As Previously   (As Restated)   (As Previously  (As Restated)
                                                Reported)                        Reported)
<S>                                             <C>             <C>             <C>             <C>
Current assets                                  $  45,478       $  45,478       $  41,837       $  41,837
Noncurrent assets                                 418,738         411,585         449,228         436,224
                                                ---------       ---------       ---------       ---------
Total assets                                    $ 464,216       $ 457,063       $ 491,065       $ 478,061
                                                ---------       ---------       ---------       ---------

Current portion of notes
  payable to the Company                        $ 129,387       $ 129,387       $ 122,992       $ 122,992
Other current liabilities                          22,525          22,525          28,044          28,044
Long-term debt                                    142,439         142,439         148,941         148,941
Notes payable to the Company                      190,872         190,872         190,872         190,872
Other long-term liabilities                        14,668          14,668          15,474          15,474
Deferred income taxes                             148,945         148,945         161,976         161,976
Shareholders' equity                             (184,620)       (191,773)       (177,234)       (190,238)
                                                ---------       ---------       ---------       ---------
Total liabilities and shareholders' equity      $ 464,216       $ 457,063       $ 491,065       $ 478,061
                                                ---------       ---------       ---------       ---------
</Table>

<Table>
<Caption>
                                                   Three Months Ended               Three Months Ended
                                                        March 31,                       March 31,
                                             ------------------------------   -----------------------------
                                                  2001            2001             2000           2000
                                             --------------   -------------   --------------  -------------
                                             (As Previously   (As Restated)   (As Previously  (As Restated)
                                                Reported)                        Reported)
<S>                                             <C>             <C>             <C>             <C>
Total revenues and other income                 $  46,953       $  46,953       $  57,755       $  57,755
Costs and expenses                                 58,761          65,914          63,143          63,143
                                                ---------       ---------       ---------       ---------
Loss before taxes and
         minority interests                     $ (11,808)      $ (18,961)      $  (5,388)      $  (5,388)
                                                =========       =========       =========       =========

Net loss                                        $  (9,454)      $ (16,607)      $  (8,599)      $  (8,599)
                                                =========       =========       =========       =========
</Table>


                                       14
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

9.    WRITE-DOWNS AND OTHER UNUSUAL CHARGES

      On September 11, 2000, the Company announced a restructuring of the
      operations of the Homestake mine in South Dakota. The mine is expected to
      complete operations by December 2001. In connection with the
      restructuring, the Company recorded a $23.0 million provision for employee
      termination benefits and other exit costs in the third quarter of 2000.
      The workforce will be reduced from the current level of 366 employees, to
      approximately 40 employees who will oversee the reclamation and other
      closure procedures by no later than December 2001. The classifications of
      the affected employees include mining engineers, geologists,
      administrative employees and mine workers. The following table presents a
      roll-forward of the liability accrued in connection with the Homestake
      mine restructuring plan:

<Table>
<Caption>

      (in thousands)
<S>                                                              <C>
      Liability balance at December 31, 2000                     $ 22,427
      Severance payments                                              (45)
                                                                 --------
      Liability balance at March 31, 2001                        $ 22,382
                                                                 ========
</Table>

11.   RESTATEMENT

            After issuing Homestake's 2000 financial statements and filing the
      Form 10-K with the Securities and Exchange Commission ("SEC"), and
      following extensive discussion with the Staff of the SEC and the Company's
      independent accountants, management determined it was necessary to revise
      its financial statements to expense previously capitalized costs
      associated with its Veladero project in Argentina, to revise its
      depreciation and reclamation calculations at the Plutonic and Lawlers
      mines in Western Australia, and to revise the financial statement footnote
      presentation of Homestake's segment information.

            Because the level of engineering and other exploration work
      completed at the Veladero project does not meet the criteria for a full
      feasibility study, Homestake has reclassified its previously stated
      Veladero reserves as mineralized material. As a result of this
      reclassification, Homestake has revised its financial statements to
      expense previously capitalized Veladero project development expenditures
      incurred during the period April 1, 2000 through March 31, 2001.

            Management also determined that it is necessary to revise the
      Company's depreciation and reclamation calculations for the Plutonic and
      Lawlers mines. In accordance with US GAAP only proven and probable
      reserves may be used in depreciation and reclamation calculations. The
      Company had used its best estimate of future gold production as the base
      for its depreciation and reclamation charges at the Plutonic and Lawlers
      mines, since their acquisition in 1998. The Company's decision to use its
      best estimate of future gold production for depreciation and reclamation
      calculations at these mines reflected the fact that, at the time of their
      acquisition, only a relatively small proportion of the total inventory of
      mineralized material at these mines had been upgraded to the reserves
      category. Homestake has revised its financial statements to use only
      proven and probable reserves for calculating depreciation and reclamation
      charges for these mines.

            In addition, Homestake determined that it is necessary to revise the
      financial statement footnote presentation of its segment information
      because discrete operating and financial information is reported to the
      Chief Operating Officer for each mine. The Company previously had
      aggregated each mine within each geographic segment for segment disclosure
      purposes because each mine was considered by management to have similar
      economic


                                       15
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      characteristics. However, as ore grades and other operating factors can
      vary significantly by mine, with resulting material variations in unit
      operating costs, management has determined that each mine should be
      reported separately for segment disclosure purposes. Refer to Note 7 for
      restated segment information.

            The following sets forth the effects of the restatements on
      Homestake's accompanying consolidated balance sheets and the consolidated
      statements of operations and cash flows:

STATEMENTS OF CONSOLIDATED OPERATIONS
(IN THOUSANDS)

<Table>
<Caption>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                  -----------------------------------------------------------
                                                               2001                           2000
                                                  ---------------------------     ---------------------------
                                                  AS PREVIOUSLY        AS         AS PREVIOUSLY        AS
                                                     REPORTED        RESTATED        REPORTED        RESTATED
                                                  -------------     ---------     -------------     ---------
<S>                                                 <C>             <C>             <C>             <C>
REVENUES                                            $ 159,718       $ 159,718       $ 158,193       $ 158,193
                                                    ---------       ---------       ---------       ---------

COSTS AND EXPENSES
      Production Costs                                119,944         119,965         108,525         109,334
      Depreciation, Depletion and Amortization         35,160          35,039          35,506          36,578
      Administrative and General Expense               11,381          11,381          11,121          11,121
      Exploration Expense                               6,021          12,556          10,049          10,049
      Interest Expense                                  2,828           3,446           4,445           4,445
      Other Expense                                       312             312             899             899
                                                    ---------       ---------       ---------       ---------
                                                      175,646         182,699         170,545         172,426
                                                    ---------       ---------       ---------       ---------

LOSS BEFORE TAXES AND MINORITY INTERESTS              (15,928)        (22,981)        (12,352)        (14,233)
      Income Taxes                                      3,309            (488)         (2,666)         (7,047)
      Minority Interests                                  625             625             155             155
                                                    ---------       ---------       ---------       ---------
LOSS FROM CONTINUING OPERATIONS                       (11,994)        (22,844)        (14,863)        (21,125)
LOSS FROM DISCONTINUED OPERATIONS                          --              --          (1,459)         (1,459)
                                                    ---------       ---------       ---------       ---------
NET LOSS                                            $ (11,994)      $ (22,844)      $ (16,322)      $ (22,584)
                                                    =========       =========       =========       =========

PER SHARE AMOUNTS - BASIC AND DILUTED
      Loss From Continuing Operations               $   (0.05)      $   (0.09)      $   (0.05)      $   (0.08)
      Loss From Discontinued Operations                    --              --           (0.01)          (0.01)
                                                    ---------       ---------       ---------       ---------
NET LOSS PER SHARE                                  $   (0.05)      $   (0.09)      $   (0.06)      $   (0.09)
                                                    =========       =========       =========       =========
</Table>


                                       16
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<Table>
<Caption>
                                                MARCH 31, 2001                     DECEMBER 31, 2000
                                        ------------------------------      ------------------------------
                                        AS PREVIOUSLY           AS          AS PREVIOUSLY          AS
                                           REPORTED          RESTATED         REPORTED          RESTATED
                                        -------------      -----------      -------------      -----------
<S>                                      <C>               <C>               <C>               <C>
Current Assets                           $   328,563       $   328,563       $   332,205       $   332,205

Property, Plant and Equipment (net)          901,132           838,882           987,812           926,380

Investments and Other Assets                 107,839           107,839            99,358            99,358
                                         -----------       -----------       -----------       -----------
    TOTAL ASSETS                         $ 1,337,534       $ 1,275,284       $ 1,419,375       $ 1,357,943
                                         ===========       ===========       ===========       ===========

Current Liabilities                          131,543           131,543           153,600           153,600

Long-term debt and capital leases            214,810           214,810           224,616           224,616
Other long term obligations                  225,026           228,583           217,786           221,856

Deferred Gain on Close-Out of
    Forward sales Contracts                       --                --            22,223            22,223

Deferred Income Taxes                        173,945           175,790           181,961           180,089

Minority Interests in Consolidated
    Subsidiaries                               9,595             9,595            10,375            10,375

Shareholders' Equity
    Capital Stock                            260,013           260,013           259,846           259,846
    Additional paid-in capital               938,926           938,037           937,463           936,574
    Deficit                                 (505,280)         (578,843)         (493,286)         (555,999)
    Accumulated other
      comprehensive loss                    (111,044)         (104,244)          (95,209)          (95,237)
                                         -----------       -----------       -----------       -----------
    TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                 $ 1,337,534       $ 1,275,284       $ 1,419,375       $ 1,357,943
                                         ===========       ===========       ===========       ===========
</Table>


                                       17
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)

<Table>
<Caption>
                                                                                THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                           -----------------------------------------------------------
                                                                       2001                            2000
                                                           ---------------------------     ---------------------------
                                                           AS PREVIOUSLY         AS        AS PREVIOUSLY         AS
                                                              REPORTED        RESTATED        REPORTED        RESTATED
                                                           -------------     ---------     -------------     ---------
<S>                                                          <C>             <C>             <C>             <C>
OPERATING ACTIVITIES
      Net loss                                               $ (11,994)      $ (22,844)      $ (16,322)      $ (22,584)
      Reconciliation to net cash provided by operations
          Depreciation, depletion and amortization              35,160          35,039          35,506          36,578
          Loss from discontinued operations                         --              --           1,459           1,459
          Other                                                    (59)          3,759          (3,533)          1,657
          Effect of changes in working capital items            (9,501)         (9,501)         20,480          20,480
                                                             ---------       ---------       ---------       ---------
NET CASH PROVIDED BY CONTINUING OPERATIONS                      13,606           6,453          37,590          37,590
                                                             ---------       ---------       ---------       ---------

INVESTMENT ACTIVITIES
      Additions to property, plant and equipment               (24,704)        (17,551)        (16,410)        (16,410)
      Other                                                      4,799           4,799         114,925         114,925
                                                             ---------       ---------       ---------       ---------
NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES           (19,905)        (12,752)         98,515          98,515
                                                             ---------       ---------       ---------       ---------

FINANCING ACTIVITIES
                                                             ---------       ---------       ---------       ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                197             197            (977)           (977)
                                                             ---------       ---------       ---------       ---------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS         (1,010)         (1,010)         (1,745)         (1,745)
                                                             ---------       ---------       ---------       ---------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                       928             928             408             408
                                                             ---------       ---------       ---------       ---------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                 (6,184)         (6,184)        133,791         133,791
CASH AND EQUIVALENTS, JANUARY 1                                193,422         193,422         130,273         130,273
                                                             ---------       ---------       ---------       ---------
CASH AND EQUIVALENTS, MARCH 31                               $ 187,238       $ 187,238       $ 264,064       $ 264,064
                                                             =========       =========       =========       =========
</Table>


                                       18
<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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS WITHOUT
REDUCTION FOR MINORITY INTERESTS. HOMESTAKE REPORTS PER OUNCE PRODUCTION COSTS
IN ACCORDANCE WITH THE "GOLD INSTITUTE PRODUCTION COST STANDARD".)

      This discussion should be read in conjunction with the Management's
Discussion and Analysis included in Homestake Mining Company's ("Homestake" or
the "Company") 2000 Annual Report on Form 10-K, for the year ended December 31,
2000, which is incorporated by the reference in the Company's Annual Report.

      After issuing Homestake's 2000 financial statements and filing the Form
10-K with the Securities and Exchange Commission ("SEC"), and following
extensive discussion with the Staff of the SEC and the Company's independent
accountants, management determined it was necessary to revise its financial
statements to expense previously capitalized costs associated with its Veladero
project in Argentina, to revise its depreciation and reclamation calculations at
the Plutonic and Lawlers mines in Western Australia, and to revise the financial
statement footnote presentation of Homestake's segment information.

      Because the level of engineering and other exploration work completed at
the Veladero project does not meet the criteria for a full feasibility study,
Homestake has reclassified its previously stated Veladero reserves as
mineralized material. As a result of this reclassification, Homestake has
revised its financial statements to expense previously capitalized Veladero
project development expenditures incurred during the period April 1, 2000
through March 31, 2001. See Note 7 to the March 31, 2001 condensed consolidated
financial statements for the principal effects of this restatement.

      Management also determined that it is necessary to revise the Company's
depreciation and reclamation calculations for the Plutonic and Lawlers mines. In
accordance with US GAAP only proven and probable reserves may be used in
depreciation and reclamation calculations. The Company had used its best
estimate of future gold production as the base for its depreciation and
reclamation charges at the Plutonic and Lawlers mines, since their acquisition
in 1998. The Company's decision to use its best estimate of future gold
production for depreciation and reclamation calculations at these mines
reflected the fact that, at the time of their acquisition, only a relatively
small proportion of the total inventory of mineralized material at these mines
had been upgraded to the reserves category. Homestake has revised its financial
statements to use only proven and probable reserves for calculating depreciation
and reclamation charges for these mines. See Note 7 to the March 31, 2001
condensed consolidated financial statements for the principal effects of this
restatement.

      In addition, Homestake determined that it is necessary to revise the
financial statement footnote presentation of its segment information because
discrete operating and financial information is reported to the Chief Operating
Officer for each mine. The Company previously had aggregated each mine within
each geographic segment for segment disclosure purposes because each mine was
considered by management to have similar economic characteristics. However, as
ore grades and other operating factors can vary significantly by mine, with
resulting material variations in unit operating costs, management has determined
that each mine should be reported separately for segment disclosure purposes.
See Note 7 to the March 31, 2001 condensed consolidated financial statements for
the principal effects of this restatement.


                                       19
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

                              RESULTS OF OPERATIONS

SUMMARY

      Homestake recorded losses from continuing operations of $22.9 million
($0.09 per share) in the quarter ended March 31, 2001, compared with the losses
from continuing operations of $21.1 million ($0.08per share) for the first
quarter of 2000. The first quarter of 2001 and 2000 results include after-tax
foreign currency losses of $14.5 million ($0.06 per share) and $13.0 million
($0.05 per share), respectively, primarily due to the decreases in the values of
the Australian and Canadian dollars in relation to the US dollar. The majority
of the foreign currency losses in the 2001 first quarter relate to intercompany
advances established between the US parent and its Australian and Canadian
subsidiaries to finance corporate acquisitions and capital development projects.

      Excluding the effect of the foreign currency exchange losses, the Company
recorded a net loss of $8.4 million ($0.03 per share) for the quarter ended
March 31, 2001, compared to a net loss of $8.2 million ($0.03 per share) for the
corresponding period in 2000. The current year's results primarily reflect a
$21-per-ounce decline in the realized gold price from the prior year's first
quarter and higher exploration costs, offset by lower production costs, lower
interest expense, lower income taxes and a gain of $2.4 million on the sale of
mining information with respect to the Just-in-Case property.

GOLD OPERATIONS

      Revenues from gold and ore sales totaled $165.5 million for both the first
quarter of 2000 and 2001. Higher sales volumes in 2001 were offset by lower
realized gold prices as reflected in the following table:

<Table>
<Caption>
                                                                  Three Months Ended
                                                                       March 31,
                                                       ---------------------------------------
                                                              2001                2000
                                                       ---------------------------------------
<S>                                                         <C>                 <C>
           Ounces sold                                       578,300             499,900
           Average realized price per ounce                 $    271            $    292
</Table>


                                       20
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      The following table details Homestake's gold production and total cash
cost per ounce by location:

<Table>
<Caption>
                                        PRODUCTION                      TOTAL CASH COST
                                   (ounces in thousands)              (dollars per ounce)
                                    Three Months Ended                Three Months Ended
                                         March 31,                         March 31,
                                ----------------------------      ----------------------------
MINE (Percentage interest)         2001              2000             2001             2000
                                -----------      -----------      -----------      -----------
<S>                                   <C>              <C>        <C>              <C>
AUSTRALIA
   Kalgoorlie (50)                     98.2             96.1      $       199      $       211
   Yilgarn:
     Plutonic (100)                    55.9             58.5              190              214
     Darlot (100)                      31.8             30.4              155              222
     Lawlers (100)                     24.9             22.0              211              209
                                -----------      -----------      -----------      -----------
        Total Australia               210.8            207.0              191              213
CANADA
   Eskay Creek (100) (a)               77.1             84.5               51                7
   Hemlo (50)                          73.7             82.3              211              195
                                -----------      -----------      -----------      -----------
        Total Canada                  150.8            166.8              129              100
UNITED STATES
   Round Mountain (50) (b)            100.4             36.0              173              257
   Ruby Hill (100)                     30.2             28.3              108              106
   McLaughlin (100)                    29.0             29.5              224              224
   Marigold (33)                        6.4              6.7              209              196
   Homestake (100)                     47.2             47.7              224              275
                                -----------      -----------      -----------      -----------
       Total United States            213.2            148.2              183              225
CHILE
   Agua de la Falda (51)                4.4              6.1              282              209
                                -----------      -----------      -----------      -----------
   GRAND TOTAL                        579.2            528.1      $       173      $       181
                                ===========      ===========      ===========      ===========
</Table>

(a)   Eskay Creek's costs per ounce were calculated on a by-product basis.
      Included as a credit against costs in the 2001 first quarter were revenues
      from the sale of 3.6 million (3.8 million in 2000) ounces of silver at an
      average price of $4.62 ($5.09 in 2000) per ounce. If Eskay Creek silver
      production had been accounted for as a co-product, whereby costs were
      allocated separately to gold and silver based on their proportion of
      revenues, total consolidated cash costs would have been $182 and $192 per
      ounce in the 2001 and 2000 first quarters, respectively. For comparison
      purposes, costs per ounce include estimated third-party costs incurred by
      smelter owners and others to produce marketable gold and silver.

(b)   Homestake acquired an additional 25% interest in the Round Mountain mine
      effective July 1, 2000 increasing its ownership from 25% to 50%.

AUSTRALIA

      Australian production increased by 2% to 210,800 ounces during the first
quarter of 2001 from 207,000 ounces during the first quarter of 2000, due to
increases in production at the Kalgoorlie, Darlot and Lawlers mines, partially
offset by lower production at the Plutonic mine.


                                       21
<Page>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

The weighted average total cash cost at the Australian mines was $191 per ounce
during the first quarter of 2001 compared to $213 per ounce during the same
period in 2000.

      During the first quarter of 2001, production at Homestake's 50% owned
KALGOORLIE mine increased by 2% to 98,200 ounces at a total cash cost of $199
per ounce compared to 96,100 ounces at a total cash cost of $211 during the
first quarter a year ago. The improved performance was achieved through
increased mill throughput, resulting in higher production, a reduction of
production costs due to a weaker Australian dollars and the benefit of operating
efficiencies gained from the recent transition from contract to owner mining.

      Homestake's 100%-owned YILGARN operations, consisting of the Plutonic,
Darlot and Lawlers mines, increased production by 2% to 112,600 ounces at a
weighted average total cash cost of $185 per ounce during the first quarter of
2001 compared to 110,900 ounces at a weighted average total cash cost of $215
per ounce a year ago, reflecting higher production at the Darlot and Lawlers
mines partially offset by lower production at the Plutonic mine. Production at
the Plutonic mine totaled 55,900 ounces at a total cash cost of $190 per ounce
during the first quarter of 2001 compared to 58,500 ounces at a total cash cost
of $214 per ounce during the same period in 2000. The decrease in ounces is
largely attributable to a slightly higher in-process gold inventory at March 31,
2001 compared to March 31, 2000. Mill throughput, grade and recovery were
comparable in both periods. Cash costs decreased by $24 per ounce primarily due
to the weaker Australian dollar. During the first quarter of 2001, the Darlot
mine produced 31,800 ounces at a total cash cost of $155 per ounce compared to
30,400 ounces at a total cash cost of $222 per ounce during the first quarter of
2000. The decrease in total cash cost is a result of reduced production costs
resulting from the conversion from contract to owner mining and the favorable
impact of a weaker Australian dollar. The Lawlers mine produced 24,900 ounces at
a total cash cost of $211 per ounce compared to 22,000 ounces at a total cash
cost of $209 per ounce a year ago. The increased production resulted from the
operations processing 21,100 more tons in the first quarter of 2001 primarily
from the lower-grade ore stockpile.

CANADA

      Canadian gold production decreased 10% to 150,800 ounces during the first
quarter of 2001 from 166,800 ounces in 2000. During the first quarter of 2001,
the weighted average total cash cost per ounce from the Company's Canadian mines
increased by 29% to $129 per ounce from $100 per ounce a year ago primarily due
to lower silver by-product credits at the Eskay Creek mine and increased unit
mining costs as a result of lower ore grades at the Hemlo operations.

      At the ESKAY CREEK mine, first quarter 2001 production totaled 77,100
ounces at a total cash cost of $51 per ounce compared to 84,500 ounces at a
total cash cost of $7 per ounce during the same period in 2000. The decrease in
production was as a result of lower grades in the direct shipment ore. The
increase in total cash costs reflected reduced silver by-product credits due to
lower silver production and a lower silver price compared to the first quarter
of 2000. Higher fuel, transportation and mining costs have also contributed to
the increased total cash costs. At the HEMLO operations, Homestake's 50% share
of the first quarter of 2001 production from the combined Williams and David
Bell mines totaled 73,700 ounces at an average total cash cost of $211 per ounce
compared to 82,300 ounces at an average total cash cost of $195 per ounce for
the same quarter of 2000. The reduction in gold production and the increase in
total cash costs during the first quarter of 2001 is mainly due to greater
quantities of lower grade material sourced from the open pit, and production
from the lower grade stopes. The effect of processing lower grade


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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

material was partially offset by higher mill throughput, which in the first
quarter averaged 10,250 tons of ore per day.

UNITED STATES

      United States production increased by 44% to 213,200 ounces during the
first quarter of 2001 compared to 148,200 ounces in the corresponding quarter of
2000, primarily due to higher attributable production associated with the
increase in Homestake's ownership interest in the Round Mountain mine, and
higher production at the Ruby Hill mine. The weighted average United States
total cash cost decreased by 19% to $183 per ounce during the first quarter of
2001 compared to $225 per ounce during the first quarter of 2000.

      During the first quarter of 2001, Homestake's 50% share of production from
the ROUND MOUNTAIN mine amounted to 100,400 ounces compared to 36,000 ounces
representing its 25% share of production in the first quarter of 2000. In July
2000, the Company increased its ownership in the Round Mountain mine through the
purchase of Case Pomeroy & Company's interest. Total cash costs decreased to
$173 per ounce during the first quarter of 2001 from $257 per ounce during the
same period in 2000. Higher tonnage processed on the leach pads and through the
mill contributed to the higher production. Lower cash costs were mainly due to
the increase in production. Homestake's wholly-owned RUBY HILL mine produced
30,200 ounces at a total cash cost of $108 per ounce during the first quarter of
2001 compared to 28,300 ounces at a total cash cost of $106 per ounce for the
comparable period of 2000. The increase in production was due to higher ore
grades during the first quarter of 2001. The Ruby Hill mine will complete mining
in December 2002. Production from the HOMESTAKE mine decreased slightly to
47,200 ounces during the first quarter of 2001 from 47,700 ounces during the
same period in 2000. Total cash cost during the first quarter of 2001 was $224
per ounce compared to $275 per ounce during the corresponding period of 2000.
The reduction in cash costs is mainly due to lower mining costs associated with
the planned mine closure. The Homestake mine is gradually reducing its workforce
and site costs in accordance with a planned mine-out schedule. During the first
quarter of 2001, gold production from the processing of the residual stockpiles
at the MCLAUGHLIN mine totaled 29,000 ounces compared to 29,500 ounces during
the first quarter in 2000. Total cash cost remained the same at $224 per ounce
during the first quarter of 2001 compared to the first quarter of 2000. The
Company's share of production from the MARIGOLD mine was 6,400 ounces during the
first quarter of 2001 at a total cash cost of $209 per ounce compared to 6,700
ounces at a total cash cost of $196 per ounce during the same period in 2000.

SOUTH AMERICA

      Homestake's share of production at its 51%-owned AGUA DE LA FALDA mine
amounted to 4,400 ounces at a total cash cost of $282 per ounce during the first
quarter of 2001 compared to 6,100 ounces of gold at a total cash cost of $209
per ounce in the first quarter of 2000. The decline in production and
corresponding increase in total cash costs are primarily due to lower recovery
rates.

      Homestake's 60%-owned VELADERO project in northwestern Argentina has
completed its 2000-2001 field season. During the second quarter, Homestake will
focus on continuing the metallurgical testing, incorporating and interpreting
new drill results and updating the mine planning, process design, permitting,
capital and operating cost estimates and financial models. During the first
quarter of 2001, exploration expenses related to the project were $6.5 million,
compared to $3.9 million expenses for the same period in 2000.


                                       23
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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

      OTHER LOSS for the first quarter of 2001 includes foreign exchange losses
of $15.5 million, of which $2.8 million related to foreign currency contracts
and $12.7 million related to intercompany loans. In addition, other loss
includes a gain of $2.4 million for the sale of mining information related to
the Just-in-Case property in Western Australia. Other loss in the corresponding
period of 2000 includes foreign exchange losses of $14.0 million, of which $8.2
million related to foreign currency contracts and $5.8 million related to
intercompany loans.

      DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE of $35.0 million during
the first quarter of 2001 was comparable to $36.6 million in the same quarter of
2000. The lower depreciation expense reflects lower depreciation charges at the
Plutonic mine, due to an increase in ore reserves, partially offset by the
effects of higher production and an increase in property, plant and equipment
resulting from the conversion of certain Australian mines from contract to owner
mining.

      EXPLORATION EXPENSE for the first quarter of 2001 increased to
$12.6million compared to $10.0 million a year ago reflecting an increase in
exploration expenditures at the Veladero project, partially offset by a
reduction in spending in the Company's other exploration activities.

      INCOME TAX EXPENSE for the first quarter in 2001 was $488,000 compared to
$7.0 million for the same quarter in 2000. The current quarter's tax expense
reflects the geographic mix of pre-tax income and losses. No tax benefits are
recognized on United States, Australian and South American losses. The Company's
consolidated effective income tax rate fluctuates depending on the geographic
mix of pre-tax income and losses.

      MINORITY INTERESTS: During the first quarter of 2001, minority interests'
share of losses in consolidated subsidiaries increased to $625,000 compared to
$155,000 in the first quarter of 2000, primarily due to increased losses at Agua
de la Falda.

                         LIQUIDITY AND CAPITAL RESOURCES

      Cash provided by continuing operations totaled $6.5 million in the first
quarter of 2001 compared to $37.6 million in the first quarter of 2000. Working
capital at March 31, 2001, amounted to $197.0 million, including cash and
equivalents and short-term investments of $193.5 million.

      Capital expenditures of $17.6 million during the first quarter of 2001
compares to capital expenditures of $16.4 million during the first quarter of
2000. Capital expenditures in 2001 $8.6 million at Round Mountain, primarily for
new haul trucks, and $5.6 million at the Yilgarn operations, primarily for
capitalized mine development costs and mining equipment resulting from
conversion to owner mining. The balance of the 2001 capital expenditures
primarily relate to sustaining capital at the Company's other operating mines.
Capital expenditures in 2000 of $16.4 million include $6.4 million for
underground development work at the Yilgarn operations, $5.9 million for owner
mining equipment at Kalgoorlie and $1.5 million for various infrastructure and
other capital improvements at the Homestake mine. The balance of the 2000
capital expenditures relate to sustaining capital at the Company's operating
mines.

      Debt repayments during the first quarter of 2001 were $624,000 compared to
$977,000 in the prior year's first quarter. Debt repayments in 2001 reflect
capitalized lease principal reductions. During the first quarter of 2000, the
Company repurchased $475,000 of the 5.5% convertible subordinated notes
("Convertible Notes") and made $502,000 of principal payments


                                       24
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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

under capitalized leases. In addition, the Company also received $4.8 million of
capital lease proceeds related to additional owner-mining equipment at
Kalgoorlie.

      The Company has a cross-border credit facility ("Credit Facility")
providing a total availability of $430.0 million. The facility is available
through July 14, 2003 and provides for borrowings in United States, Canadian and
Australian dollars, or gold, or a combination of these. At March 31, 2001,
Canadian dollar borrowings under the Credit Facility of $142.4 million (C$224.7
million) were outstanding. During the first quarter of 2001, the Company made no
repayments under the Credit Facility. The Company pays a commitment fee on the
unused portion of this facility ranging from 0.15% to 0.35% per annum, depending
upon rating agencies' ratings for the Company's senior debt. The credit
agreement includes a minimum consolidated net worth test. Interest on the
Canadian dollar borrowings is payable quarterly and is based on the Bankers'
Acceptance discount rate plus a stamping fee. At March 31, 2001, this rate was
6.46%.

FOREIGN CURRENCY, GOLD AND OTHER COMMITMENTS

      Homestake's precious metals 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 does not hold or
issue financial instruments or derivative financial instruments for trading
purposes or to create hedge positions in excess of forecast identifiable
exposures.

      During the first quarter of 2001 and 2000, the Company delivered 87,000
and 91,300 ounces of gold under hedge contracts at average prices of $272 and
$316 per ounce, respectively, and during the first quarter of 2000, delivered
655,000 ounces of silver at an average price of $6.30 per ounce under maturing
forward sales and option contracts. The foregoing hedging activities increased
revenues in the three months ended March 31, 2001 and 2000 by approximately
$346,000 and $4.0 million, respectively, versus the then prevailing spot prices.
During the first quarter of 2001, after scheduled deliveries, Homestake added
approximately 500,000 ounces of Australian dollar denominated gold forward sales
contracts. The estimated fair value of the Company's remaining gold hedging
position at March 31, 2001 is approximately $42.4 million. The Company's gold
hedging program at March 31, 2001, covers approximately 10% of its proven and
probable reserves and contains no exposure to floating lease rates or margin
call requirements.

      Under the Company's foreign currency protection program, the Company has
entered into foreign currency option contracts to minimize the effects of a
strengthening of the Canadian or Australian currencies in relation to the United
States dollar. In July 2000, the Company discontinued its foreign currency
protection program. Contracts outstanding at March 31, 2001, are expected to
remain in place until maturity. Realized and unrealized gains and losses on this
program are recorded in other income. At March 31, 2001, the Company had a net
unrealized loss of $4.5 million on open contracts under this program.


                                       25
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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Part II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

      In October 1997, HCI and Prime Resources Group Inc. ("Prime") entered into
an agreement with Inmet Mining Corporation ("Inmet") to purchase the Troilus
mine in Quebec for $110.0 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. Trial of this action commenced in February 2001 and is ongoing. Homestake
is vigorously defending this action.

      Homestake and its subsidiaries are defendants in various legal actions in
the ordinary course of business. In the opinion of management, such matters will
be resolved without a material adverse effect on the Homestake's financial
condition, results of operations or cash flow.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      At the Annual Meeting of Stockholders held on April 27, 2001, stockholders
voted on and approved: (i) the election of three Class II directors for terms
expiring in 2004, and (ii) the appointment of PricewaterhouseCoopers LLP as
independent accountants for 2001. Stockholder votes were as follows:

      (i)   ELECTION OF THREE CLASS II DIRECTORS:

            Directors                         Votes for         Votes Withheld
            -----------------------           ---------         --------------
            Thomas J. O'Neil                 205,858,424           1,323,127
            Walter T. Segsworth              205,887,768           1,293,783
            Jack E. Thompson                 205,927,727           1,253,824

      In addition to the aforementioned directors, the following directors
      continued in office: Gerhard Ammann, Robert H. Clark, Jr., Peter J. Neff,
      Carol A. Rae, and Jeffrey L. Zelms.

      On April 27, 2001, Norman Anderson and John Neerhout, Jr. retired as
      directors and were not replaced. The Board of Directors amended the
      Company by-laws to adjust the total number of directors to eight.

      (ii)  APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS
            FOR 2001:

                Votes for         Votes Against        Abstain        No Vote
                ---------         -------------        -------        -------

               205,500,099           713,808           967,644          Nil


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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

ITEM 5. - OTHER INFORMATION

(a)   CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
      1995

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

            Estimates of reserves and future production for particular
      properties and for the Company as a whole are derived from annual mine
      plans that have been developed based on mining experience, assumptions
      regarding ground conditions and physical characteristics of ore (such as
      hardness and metallurgical characteristics), expected rates and costs of
      production, and estimated future sales prices. Actual production may vary
      for a variety of reasons, such as the factors described above, ore mined
      varying from estimates 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, based on total capital
      costs and reserve estimates, change based on actual amounts of unamortized
      capital, changes in reserve estimates, and changes in estimates of final
      reclamation. Estimates of future capital costs are based on a variety of
      factors and include past operating experience, estimated levels of future
      production, estimates by and contract terms with third-party suppliers,
      expectations as to government and legal requirements, feasibility reports
      by Company personnel and outside consultants, and other factors. Capital
      cost estimates for new projects are subject to greater uncertainties than
      additional capital costs for existing operations. Estimated time for
      completion of capital projects is based on such factors as the Company's
      experience in completing capital projects, and estimates provided by and
      contract terms with contractors, engineers, suppliers and others involved
      in design and construction of projects. Estimates reflect assumptions
      about factors beyond the Company's control, such as the time government
      agencies take in processing applications, issuing permits and otherwise
      completing processes required under applicable laws and regulations.
      Actual time to completion can vary significantly from estimates.

            See the Company's Form 10-K Report for the year ended December 31,
      2000, "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.


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                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      A.1 Amended Bylaws of the Corporation, effective as of April 27, 2001.


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                    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 9, 2001                        By /s/ David W. Peat
      ----------------                           -----------------
                                                 David W. Peat
                                                 Vice President, Finance and
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)


Date: NOVEMBER 9, 2001                        By /s/ Alex G. Morrison
      ----------------                           --------------------
                                                 Alex G. Morrison
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)


                                       29