UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                For the Quarterly Period Ended September 30, 1996

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

               For the transition period from _______ to ________

                          Commission File Number 1-8736


                            HOMESTAKE MINING COMPANY


                             A Delaware Corporation

                   IRS Employer Identification No. 94-2934609


                              650 California Street
                      San Francisco, California 94108-2788
                            Telephone: (415) 981-8150



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

                           Yes        X                       No   ______
                                 __________


The number of shares of common  stock  outstanding  as of October  31,  1996 was
146,672,000.


                                     Page 1


<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

A.  Condensed Consolidated Balance Sheets (unaudited)
    (In thousands, except per share amount)
<TABLE>
<CAPTION>
                                                                              September 30,            December 31,
                                                                                   1996                    1995
                                                                           -----------------       -----------------
<S>                                                                         <C>                      <C>
ASSETS
Current assets
    Cash and equivalents                                                    $        64,709          $      145,957
    Short-term investments                                                          164,457                  66,416
    Receivables                                                                      43,750                  58,046
    Inventories:
       Finished products                                                             19,684                  13,498
       Ore and in-process                                                            35,781                  26,027
       Supplies                                                                      30,038                  30,454
    Deferred income and mining taxes                                                 20,521                  20,521
    Other                                                                             6,947                   7,798
                                                                           -----------------       -----------------
       Total current assets                                                         385,887                 368,717
                                                                           -----------------       -----------------

Property, plant and equipment - at cost                                           1,960,253               1,697,737
    Accumulated depreciation, depletion and amortization                           (941,446)               (850,961)
                                                                           -----------------       -----------------
       Property, plant and equipment - net                                        1,018,807                 846,776
                                                                           -----------------       -----------------

Investments and other assets
    Noncurrent investments                                                           35,797                  46,188
    Other assets                                                                     57,720                  59,952
                                                                           -----------------       -----------------
       Total investments and other assets                                            93,517                 106,140
                                                                           -----------------       -----------------
Total Assets                                                                $     1,498,211          $    1,321,633
                                                                           =================       =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable                                                        $        30,233          $       35,170
    Accrued liabilities:
       Payroll and other compensation                                                26,831                  26,925
       Reclamation                                                                   13,402                  12,383
       Other                                                                         14,122                  14,629
    Income and other taxes payable                                                   21,572                   9,314
                                                                           -----------------       -----------------
       Total current liabilities                                                    106,160                  98,421
                                                                           -----------------       -----------------

Long-term liabilities
    Long-term debt                                                                  185,000                 185,000
    Other long-term obligations                                                     109,920                 120,418
                                                                           -----------------       -----------------
       Total long-term liabilities                                                  294,920                 305,418
                                                                           -----------------       -----------------

Deferred income and mining taxes                                                    241,975                 189,925
Minority interests in consolidated subsidiaries                                      91,229                  92,012

Shareholders' equity
    Capital stock, $1 par value per share:
       Preferred - 10,000  shares  authorized;  no shares  outstanding  
       Common - 250,000 shares authorized; shares outstanding:
          1996 -146,672; 1995 - 140,541                                             146,672                 140,541
    Other shareholders' equity                                                      617,255                 495,316
                                                                           -----------------       -----------------
       Total shareholders' equity                                                   763,927                 635,857
                                                                           -----------------       -----------------
Total Liabilities and Shareholders' Equity                                  $     1,498,211          $    1,321,633
                                                                           =================       =================

</TABLE>

See notes to condensed consolidated financial statements.

                                       2

<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

                                                              Three Months Ended                       Nine Months Ended
                                                                  September 30,                           September 30,
                                                             1996               1995                 1996               1995
                                                      ---------------     --------------        --------------     --------------
<S>                                                    <C>                <C>                    <C>                <C>        
Revenues
      Gold and ore sales                               $     171,468      $     164,176          $    541,691       $    502,301
      Sulphur and oil sales                                    7,212              9,334                23,005             31,701
      Interest income                                          3,317              4,085                11,246             12,686
      Equity earnings                                            (61)             1,223                   686              1,684
      Other income                                             1,747              2,610                11,355              8,578
                                                      ---------------     --------------        --------------     --------------
                                                             183,683            181,428               587,983            556,950
                                                      ---------------     --------------        --------------     --------------
Costs and Expenses
      Production costs                                       113,548            119,356               361,504            355,625
      Depreciation, depletion and amortization                28,178             25,240                83,539             73,866
      Administrative and general expense                       8,841              8,926                27,804             28,977
      Exploration expense                                     11,951              7,221                29,527             19,387
      Interest expense                                         2,682              2,551                 7,974              8,324
      Other expense                                              285                404                 1,304              2,155
                                                      ---------------     --------------        --------------     --------------
                                                             165,485            163,698               511,652            488,334
                                                      ---------------     --------------        --------------     --------------

Income Before Taxes and Minority Interests                    18,198             17,730                76,331             68,616
Income and Mining Taxes                                       (9,104)            (7,883)              (37,709)           (33,091)
Minority Interests                                            (1,667)            (4,902)              (10,766)           (12,841)
                                                      ---------------     --------------        --------------     --------------

Net Income                                             $       7,427      $       4,945          $     27,856       $     22,684
                                                      ===============     ==============        ==============     ==============



Net Income Per Share                                   $        0.05      $        0.04          $       0.19       $       0.16
                                                      ===============     ==============        ==============     ==============

Average Shares Used in the Computation                       146,672            137,949               146,190            137,891
                                                      ===============     ==============        ==============     ==============

Dividends Per Common Share                             $        0.05      $        0.05         $        0.15       $       0.15
                                                      ===============     ==============        ==============     ==============

</TABLE>


See notes to condensed consolidated financial statements.


                                       3

<PAGE>

                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

                                                                               Nine Months Ended September 30,
                                                                                  1996                      1995
                                                                          ----------------           ----------------
<S>                                                                        <C>                        <C>
Cash Flows from Operations
    Net income                                                             $       27,856             $       22,684
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                    83,539                     73,866
       Deferred taxes, minority interests and other                                33,523                     46,838
       Gains on disposals of assets                                                (3,260)                    (4,956)
       Effect of changes in operating working capital items                         9,895                    (13,785)
                                                                          ----------------           ----------------
    Net cash provided by operations                                               151,553                    124,647
                                                                          ----------------           ----------------

Investment Activities
    Increase in short-term investments                                            (98,041)                    (8,348)
    Additions to property, plant and equipment                                    (85,759)                   (58,142)
    Proceeds from asset sales                                                      14,918                     10,554
    Purchase of HGAL minority interests                                            (6,435)                         -
    Purchase of interest in Snip mine                                             (39,279)                         -
    Investment in Navan Resources plc                                                   -                    (24,000)
    Other                                                                           2,547                       (144)
                                                                          ----------------           ----------------
    Net cash used in investment activities                                       (212,049)                   (80,080)
                                                                          ----------------           ----------------

Financing Activities
    Common shares issued                                                            2,355                      2,286
    Dividends paid - Homestake                                                    (22,008)                   (20,685)
                   - Prime minority interests                                      (1,099)                         -
                                                                          ----------------           ----------------
    Net cash used in financing activities                                         (20,752)                   (18,399)
                                                                          ----------------           ----------------

Net increase (decrease) in cash and equivalents                                   (81,248)                    26,168

Cash and equivalents, January 1                                                   145,957                    105,701
                                                                          ----------------           ----------------
Cash and equivalents, September 30                                         $       64,709             $      131,869
                                                                          ================           ================
</TABLE>



See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

                                                                   
Notes to Condensed Consolidated Financial Statements (unaudited)

1.       The condensed  consolidated financial statements included herein should
         be read in conjunction with the financial statements and notes thereto,
         which include information as to significant accounting policies, in the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1995.

         The  information  furnished  in this report  reflects  all  adjustments
         which, in the opinion of management, are necessary for a fair statement
         of the results for the interim periods.  Except as described in notes 2
         through  6, such  adjustments  consist  of items of a normal  recurring
         nature.  Results of operations for interim  periods are not necessarily
         indicative of results for the full year.

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

2.       In the fourth  quarter of 1995, the Company made an unconditional offer
         to acquire the  18.5% of Homestake Gold of Australia  Limited  ("HGAL")
         it did  not already own.  Homestake  offered 0.089 of a Homestake share
         or A$1.90 in  cash for each of the 109.6  million  HGAL shares owned by
         the  public.  Through  December  31, 1995 a total of 38.9  million HGAL
         shares  were  acquired  at a cost of  $59.1  million,  including  $42.4
         million for  2.6 million  newly  issued  shares of the  Company,  $14.5
         million in cash  and $2.2 million of transaction  expenses. At December
         31, 1995  Homestake  owned 88.1% of the shares of HGAL. The acquisition
         was  completed in the  first  quarter of 1996 when the  remaining  70.7
         million  publicly  held  HGAL shares were  acquired at a cost of $105.8
         million,  including  $99.3 million for  6.0 million newly issued shares
         of the Company,  $5.0  million in cash  and $1.5 million of  tranaction
         expenses. The total  purchase price to acquire all of the 18.5% of HGAL
         held by the  minority shareholders was $164.9 million, including $141.7
         million for  8.5 million  newly  issued  shares of the  Company,  $19.5
         million in cash and $3.7 million of transaction expenses.

         The  acquisition of the HGAL minority  interests was accounted for as a
         purchase.  For  accounting  purposes,  the HGAL shares  acquired in the
         fourth  quarter of 1995 and in the first quarter of 1996 are assumed to
         have been  acquired  effective  as of December  31, 1995 and January 1,
         1996,  respectively.  Based  upon the  total  purchase  price of $164.9
         million,  the excess of the purchase price paid over the net book value
         of the minority  interests  acquired was $140.7 million.  Substantially
         all of the excess purchase price is  attributable  to mineral  property
         interests  and is being  amortized  in  accordance  with the  Company's
         accounting policies for mineral properties.

         On a pro  forma  basis,  assuming  that  the  acquisition  of the  HGAL
         minority  interests occurred on January 1, 1995,  revenues,  net income
         and net income per share for the nine months ended  September  30, 1995
         have been  estimated  at $555.9  million,  $19.7  million and $0.13 per
         share,  respectively.  This pro forma information  includes adjustments
         which are based on available  information and certain  assumptions that
         management of the Company believes are reasonable in the circumstances.
         The pro  forma  information  does not  purport  to  represent  what the
         results of operations  actually would have been had the  acquisition of
         the HGAL minority  interests  occurred on January 1, 1995 or to project
         the results of operations for any future date or period.

3.       On April 30, 1996 the Company's 50.6%-owned subsidiary, Prime Resources
         Group Inc. ("Prime"), purchased Cominco Ltd.'s ("Cominco") 60% interest
         in the Snip mine in British Columbia, Canada for $39.3 million in cash.
         The  purchase  price  included  Cominco's  share of the mine's  working
         capital. Prime now owns 100% of the Snip mine.

4.       In June 1996,  the Company paid $51.4  million  (A$65  million) to Gold
         Mines  of  Kalgoorlie  Limited  ("GMK")  to  purchase  all  rights  and
         entitlements under the  disproportionate  sharing arrangement  covering
         gold   production  from  a  portion  of  the  Super  Pit  operation  in
         Kalgoorlie,  Western Australia. The Company now shares equally with GMK
         in all gold produced at the Kalgoorlie operations.


                                       5


<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


5.       In March 1996,  the Company  received  proceeds of $5.5  million from a
         litigation recovery. A portion of the proceeds related to income taxes,
         and  accordingly,  income tax expense was reduced by $2.6 million.  The
         remaining balance of $2.9 million was credited to other income.

         Other income for the nine months ended  September  30, 1995  includes a
         gain of $2.7 million on the sale of the Company's  28% equity  interest
         in the Torres  silver mining  complex.  Proceeds from this sale totaled
         $6.0 million.

6.       In July 1996,  Homestake  and  Corporacion  Nacional  del  Cobre  Chile
         ("Codelco"),  a  state-owned  mining  company  in Chile,  formed a  new
         company,   Agua  de  la  Falda  S.A.  ("La  Falda")  to  explore   near
         Homestake's El Hueso  mine in northern Chile. La Falda will develop the
         Manto Agua de la Falda  orebody, which contains 250,000 ounces of oxide
         reserves,  and continue  drilling and metallurgical testing of the much
         larger  Jeronimo  deposit,  which contains  geologic  mineralization of
         over one  million  ounces.  Homestake owns 51% of the  corporation  and
         Codelco owns 49%.  Codelco  and  Homestake  have  contributed  property
         interests  in the  area  to  the  new  company.  In  addition,  Codelco
         contributed the existing  El Hueso plant, which had been under lease to
         Homestake.   Homestake   also   has   contributed   $5.1   million  for
         exploration,  including  $3.7 million of  exploration  and  development
         expenditures  incurred  prior to the  formation of La Falda.  Minority
         interests  for the three and  nine  months  ended  September  30,  1996
         includes  $2.0 million in  recognition  of Codelco's  interest  in 1996
         exploration expenses for La Falda.

7.       During 1994, the Company  entered into forward sales for 183,200 ounces
         of gold it expected to produce at the Nickel Plate mine during 1995 and
         1996.  The  purpose  of the  forward  sales  program  was to allow  for
         recovery of the Company's remaining  investment in the mine and provide
         for  estimated  reclamation  costs.  Gold  sales for the three and nine
         months ended  September  30, 1996  include  sales under this program of
         24,900 ounces and 70,000 ounces at average prices of $427 per ounce and
         $421 per ounce, respectively.  Gold sales for the three and nine months
         ended  September  30, 1995  include  sales under this program of 22,500
         ounces and 65,400  ounces at average  prices of $400 per ounce and $394
         per  ounce,  respectively.  As of  September  30,  1996 all  sales  and
         obligations under this forward sales program had been completed.

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

         At  September  30,  1996 the Company  had  forward  currency  contracts
         outstanding as follows:
<TABLE>
<CAPTION>

                           Amount Covered         Exchange Rates to U.S. Dollars            Expiration
Currency                   (U.S. Dollars)             Minimum          Maximum                  Dates
------------------------------------------------------------------------------------------------------------
<S>                          <C>                        <C>              <C>                  <C>   
Canadian                     $ 110,100,000              0.67             0.77                 1996-1998
Australian                      49,400,000              0.76             0.81                 1996-1997
                         ------------------
                             $ 159,500,000
</TABLE>

9.       In the third  quarter of 1995,  the Company  acquired for $24 million a
         10%  interest  (fully-diluted)  in Navan  Resources plc  ("Navan"),  an
         Irish public company,  and an option to  acquire from Navan up to a 50%
         interest  in Navan BV,  which in turn owns 68% of Bimak AD  ("Bimak").
         Bimak is the owner of the Chelopech gold/copper  processing  operations
         located 45 miles east of Sofia,  Bulgaria.  In March 1996, the  Company
         exercised  its option  which will permit  Homestake to  acquire up to a
         50% interest in Navan BV by investing an  additional $48.0 million. The
         Company  initially  will advance up to $12.0  million,  subject to  the
         satisfaction  of certain  conditions,  principally  receipt of  certain
         permits from the Bulgarian  government  for the expansion of mining  at
         Chelopech  from  500,000  to  750,000  metric  tons  per  year and  for
         construction of a roaster.  Investment of the  remaining $36 million is



                                       6

<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         conditional  upon  subsequent  approval by  the  Bulgarian  government,
         Navan and  Homestake  of a  further  mine and  mill  expansion  and the
         securing of  expansion  financing.  To date,  pending  satisfaction  of
         certain of the  conditions, no amounts have been advanced in respect of
         this option.

10.      In September 1996, the Company replaced its credit agreement with a new
         United   States/Canadian/Australian    cross-border   credit   facility
         providing a total availability of $275 million.  The Company will pay a
         commitment  fee of  0.15%  per  annum  on the  unused  portion  of this
         facility.  The credit facility is available  through September 20, 2001
         and provides for borrowings in United States dollars, Canadian dollars,
         Australian  dollars,  gold loans or a combination of these.  The credit
         agreement requires a minimum consolidated net worth of $500 million. No
         amounts have been borrowed under this credit agreement.

11.      Effective  January 1, 1996 the Company  adopted  Statement of Financial
         Accounting  Standards No. ("SFAS") 121,  "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS
         121  requires   that   long-lived   assets  and  certain   identifiable
         intangibles  be reviewed for impairment  whenever  events or changes in
         circumstances  indicate that the carrying amount of an asset may not be
         recoverable,  and, if deemed impaired,  measurement and recording of an
         impairment loss be based on the fair value of the asset which generally
         will be computed  using  discounted  cash flows.  Based on the carrying
         values and estimated  future  undiscounted  cash flows of the Company's
         long-lived  assets, the Company did not record a cumulative effect upon
         adopting SFAS 121.

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

         An  18-mile  stretch  of  Whitewood  Creek in the Black  Hills of South
         Dakota  was a site on the NPL.  The EPA  asserted  that  discharges  of
         tailings by mining companies,  including the Company, have contaminated
         soil and water for more than 100 years.  In 1990,  the Company signed a
         consent decree with the EPA requiring that the Company perform remedial
         work  on the  site  and  continue  long-term  monitoring.  The  on-site
         remedial work has been  completed and the consent decree was terminated
         on January 10, 1996.  The Company  estimates that the remaining cost of
         monitoring will be approximately  $1 million.  The EPA deleted the site
         from the NPL on August 13, 1996.

         The  Company's  former  uranium  millsite  near Grants,  New Mexico is
         listed on the NPL. The EPA asserted  that  leachate  from the tailings
         contaminated  a  shallow  aquifer  used by some  of the  residents  in
         adjacent  residential  subdivisions.  The  Company  paid the  costs of
         extending the municipal water supply to all of the homes in the subdi-
         visions and  continues  to operate a water  injection  and  collection
         system that has significantly improved the quality of the aquifer. The
         Company has  decommissioned  and disposed of the mills and has covered
         the  tailings  impoundments  at the site.  The total  future  cost for
         reclamation, remediation, monitoring and maintaining compliance at the
         Grants  site is  estimated  to be $21  million. 

         Title X of the  Energy  Policy  Act of 1992 (the "Act") and  subsequent
         amendments  to the Act  authorized  appropriations  of $335  million to
         cover the Federal  Government's  share of certain costs of reclamation,
         decommissioning  and remedial action for by-product material (primarily
         tailings)  generated  by certain  licensees  as an  incident of uranium
         sales to the Federal Government. Reimbursement is subject to compliance
         with regulations of the Department of Energy ("DOE"), which were issued
         in 1994.  Pursuant to the Act, the DOE is responsible  for 51.2% of the
         past and future costs of reclaiming the Grants site in accordance  with
         Nuclear Regulatory  Commission license  requirements.  The accompanying
         balance  sheet at September  30, 1996  includes a  receivable  of $14.3
         million for the DOE's  share of  reclamation  expenditures  made by the
         Company  through  1995.  The  Company  believes  that its  share of the
         estimated  remaining  cost of reclaiming  the Grants  facility,  net of
         estimated  proceeds from 

                                       7
<PAGE>

                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         the  ultimate  disposals of  related assets,  is fully provided in the 
         financial statements at September 30, 1996.

         In 1983,  the state of New Mexico made a claim  against the Company for
         unspecified   natural  resource  damages   resulting  from  the  Grants
         tailings.  The state of South Dakota made a similar  claim in 1983 with
         respect  to the  Whitewood  Creek  tailings.  The  Company  denies  all
         liability  for  damages at the two CERCLA  sites.  The two states  have
         taken no action to enforce the 1983 claims.

         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 that the ultimate  resolution of the above matters
         will not have a material  adverse impact on its financial  condition or
         results of operations.








                                       8
<PAGE>

                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

(Unless  specifically  stated otherwise,  the following  information  relates to
amounts  included  in  the  consolidated   financial  statements  including  the
Company's  interests  in mining  partnerships  accounted  for  using the  equity
method,  without  reduction for minority  interests.  Effective  January 1, 1996
Homestake adopted the "Gold Institute Production Cost Standard" for reporting of
per ounce production costs. All per ounce production costs in this Form 10-Q are
presented on this basis.)

Results of Operations

Homestake  recorded  net income of $7.4  million  or $0.05 per share  during the
third  quarter of 1996 compared to net income of $4.9 million or $0.04 per share
during  the third  quarter  of 1995.  The  increase  in third  quarter  earnings
reflects  higher sales volumes,  lower  production  costs and an increase in the
average realized gold price,  partially offset by higher  exploration  costs and
higher  depreciation  charges.  Year-to-date 1996 net income of $27.9 million or
$0.19 per share  compares to  year-to-date  1995 net income of $22.7  million or
$0.16 per  share.  The  increased  1996  year-to-date  earnings  reflect  higher
production and sales volumes and a higher average realized gold price, partially
offset by increased  exploration  costs and lower returns from the Main Pass 299
sulphur  operations.  In addition,  the 1996  year-to-date  results include $5.5
million of proceeds ($4.9 million after tax) from a litigation recovery.

Gold  production  increased by 30,700 ounces to 484,100  ounces during the third
quarter of 1996 from 453,400 ounces  produced  during the third quarter of 1995.
Revenues from gold and ore sales totaled  $171.5  million  during the 1996 third
quarter compared to $164.2 million during the prior year's third quarter. During
the third quarter of 1996, 472,600 ounces were sold at an average realized price
of $388 per ounce  compared to 457,000  ounces sold at an average  price of $385
per ounce during the third quarter of 1995. Finished gold inventories  increased
by 11,500 ounces  during the 1996 third quarter  compared to a decrease of 3,600
ounces during the 1995 third quarter.

Domestic production decreased to 173,100 ounces during the third quarter of 1996
from 188,000  ounces  during the third  quarter of 1995,  primarily due to lower
production at the McLaughlin mine in California,  partially offset by production
increases at the Homestake  mine in South Dakota and at the Round  Mountain mine
in Nevada. At the McLaughlin mine,  production decreased to 38,500 ounces during
the 1996 third  quarter  compared to 62,900 ounces during the 1995 third quarter
as the ore body has now been mined out.  Mining  operations and production  from
the  autoclaves  ceased in June 1996.  For the next seven years,  the  remaining
lower-grade stockpiled ore will be processed through the carbon-in-pulp circuit.
Total cash costs were $243 per ounce during the 1996 third  quarter  compared to
$260 per ounce during the 1995 third  quarter.  Production at the Homestake mine
was 98,000  ounces  during the third  quarter of 1996  compared to 90,400 ounces
during the third quarter of 1995. The increase in production was attributable to
a 9% increase in tons milled.  As a result,  total cash costs  decreased to $305
per ounce  during the 1996  third  quarter  from $315 per ounce  during the 1995
third  quarter.  Homestake's  share of production  from the Round  Mountain mine
increased by 44% to 29,700  ounces  during the third quarter of 1996 from 20,600
ounces  produced  during the third quarter of 1995.  The higher gold  production
reflects an increase in tons processed due to the expanded  leaching capacity at
the dedicated heap leach pads. Total cash costs were $252 per ounce for both the
1996 and 1995 third quarters.

Overall foreign gold production  during the 1996 third quarter  increased by 17%
to  311,000  ounces  over the  prior  year's  third  quarter,  primarily  due to
increases  at the Snip and Eskay  Creek  mines in Canada  and at the  Kalgoorlie
operations  in Western  Australia,  partially  offset by the cessation of mining
activities  at the  Nickel  Plate  mine in Canada.  Prime  Resources  Group Inc.
("Prime"), a 50.6%-owned  subsidiary of Homestake,  became the sole owner of the
Snip mine on April 30, 1996 when it purchased  Cominco  Ltd.'s  ("Cominco")  60%
interest in this mine for $39.3 million.  Homestake's  share of production  from
the Snip mine  increased  to 36,800  ounces  during  the third  quarter  of 1996
compared to 13,100 ounces produced  during


                                       9
<PAGE>

                  HOMESTAKE MINING COMPANY AND SUBSIDIARIES


the third  quarter of 1995.  Excluding  the effects of the purchase of Cominco's
60%  interest,  production at the Snip mine  increased by 13%,  primarily due to
productivity improvements in the mining of conventional stopes as well as higher
ore grades. As a result,  total cash costs per ounce decreased to $163 per ounce
during the 1996 third quarter from $188 per ounce during the 1995 third quarter.
Production of gold equivalent  ounces at the Eskay Creek mine amounted to 87,500
payable  ounces at a total  cash cost of $176 per  equivalent  ounce  during the
third quarter of 1996 compared to 79,000  payable ounces at a total cash cost of
$187 per  equivalent  ounce during the third quarter of 1995. A spot ore sale of
2,900  tons  during  the 1996  third  quarter  was the  primary  reason  for the
increased  production.  The  improved  results  also  reflect an increase in the
silver grade, which has been consistently higher than projected.

Homestake  Gold of  Australia  Limited's  ("HGAL")  share of  production  at the
Kalgoorlie  operations  increased by 28% to 91,900  ounces during the 1996 third
quarter from 72,000 ounces during the 1995 third quarter.  The higher production
reflects an  increase  in tons  milled and a higher ore grade.  Correspondingly,
total cash costs  decreased to $282 per ounce  during the third  quarter of 1996
from $300 per ounce during the prior year's third  quarter,  despite the adverse
effects of a stronger  Australian  dollar which increased the current  quarter's
total cash costs by $18 per ounce.

The Company's  consolidated  total cash cost per ounce decreased to $245 during
the 1996 third quarter compared to $258 during the 1995 third quarter.

Year-to-date 1996 revenues from gold and ore sales totaled $541.7 million during
1996  compared  to $502.3  million  during  1995,  reflecting  higher gold sales
volumes and a higher average realized gold price. During 1996,  1,470,700 ounces
were sold at an average  realized  price of $393 per ounce compared to 1,397,300
ounces sold at an average  price of $385 per ounce during 1995.  The higher gold
sales volumes are primarily due to production increases at the Homestake,  Eskay
Creek,  Snip,  Kalgoorlie,  and Round Mountain  operations,  partially offset by
lower production due to the cessation of mining operations at the McLaughlin and
Nickel  Plate mines in  mid-1996.  Total cash costs for the first nine months of
1996 decreased slightly to $249 per ounce from $252 per ounce for the first nine
months of 1995.

At the Main Pass 299 operations in the Gulf of Mexico, lower sulphur prices were
partially  offset by higher oil prices during the third quarter of 1996, and the
combined  operations  recorded an operating  profit of $0.4 million for the 1996
third  quarter   compared  to  $0.7  million  in  the  third  quarter  of  1995.
Year-to-date  1996 revenues  from Main Pass 299 were $23.0  million  compared to
year-to-date  1995 revenues of $31.7  million and  year-to-date  1996  operating
income declined to $1.5 million from  year-to-date 1995 operating income of $4.1
million.  In response to a weakening  sulphur  market,  Main Pass 299 operations
have  temporarily  reduced  production and sales volumes.  Homestake's  realized
sales price for sulphur is a blend of various market prices, including the Tampa
market,  and is net of a 2.625% marketing fee. During the third quarter of 1996,
Homestake's realized price for sulphur decreased to $56 per ton from $64 per ton
in the second  quarter of 1996 and $70 per ton  during  the prior  year's  third
quarter.  During the third quarter of 1996,  Homestake's  cash production  costs
were $52 per ton of  sulphur  and  total  production  costs  were $63 per ton of
sulphur.  At December 31, 1995,  based on reserve  estimates,  projected  costs,
sales prices and production  rates, the Main Pass 299 sulphur mine was estimated
to have an  operating  life in excess of 30 years.  During  calendar  year 1995,
Homestake's  average  realized price of sulphur was $68 per ton. During the past
five years, sulphur prices (Tampa market) averaged approximately $70 per ton and
have ranged from a low of $51 per ton to a high of $90 per ton. The Company will
continue to evaluate the $111 million  carrying  value of its  investment in the
Main Pass 299 sulphur mine in light of the current depressed market for sulphur.

Depreciation,  depletion and amortization expense increased 12% to $28.2 million
during the 1996 third quarter from $25.2 million  during the 1995 third quarter,
and depreciation,  depletion 


                                       10
<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


and  amortization  expense  for the first nine  months of 1996 was 13% above the
corresponding  prior year's  period.  The increases  primarily are due to higher
production, additional amortization related to the purchase of the HGAL minority
interests,  and higher  depreciation  related to the purchase of  Cominco's  60%
interest in the Snip mine.

Exploration  expense  for the three and nine  months  ended  September  30, 1996
increased  significantly from the corresponding  three and nine month periods of
1995. The increase  primarily is due to increased  activity in Chile,  at the El
Foco  project  in  Venezuela  and at the  Homestake  mine Open Cut  project,  in
addition  to  exploration  activity at the Eskay Creek and Snip mines and at the
White Pine and Mountain View projects in Nevada. The higher level of exploration
expenditures  will  continue  through the  remainder  of 1996 and in 1997 as the
Company pursues numerous exploration targets and prospects.

The  Company's  general  policy is to sell its  production  at  current  prices.
However, in certain limited  circumstances,  the Company will enter into forward
sales  commitments for small portions of its gold  production.  During 1994, the
Company  entered  into forward  sales for 183,200  ounces of gold it expected to
produce  at the Nickel  Plate  mine  during  1995 and 1996.  The  purpose of the
forward  sales  program  was to allow for  recovery of the  Company's  remaining
investment in the mine and provide for estimated  reclamation  costs. Gold sales
for the three and nine months ended  September 30, 1996 include sales under this
program of 24,900 ounces and 70,000  ounces at average  prices of $427 per ounce
and $421 per ounce, respectively. Gold sales for the three and nine months ended
September  30, 1995 include sales under this program of 22,500 ounces and 65,400
ounces at average prices of $400 per ounce and $394 per ounce, respectively.  As
of September 30, 1996 all sales and obligations under this forward sales program
had been completed.

A  significant  portion of the  Company's  operating  expenses  is  incurred  in
Australian and Canadian currencies.  The Company's  profitability is impacted by
fluctuations in these  currencies'  exchange rates relative to the United States
dollar. Under the Company's foreign currency protection program, the Company has
entered  into a series of foreign  currency  option  contracts  which  establish
trading  ranges  within  which the United  States  dollar may be  exchanged  for
Australian  and Canadian  dollars.  At September  30, 1996 the Company had a net
unrealized gain of $0.1 million on open contracts under this program.

Other income for the first nine months of 1996 includes $2.9 million  related to
the litigation recovery,  $2.1 million of royalty income, a $1.7 million gain on
the sale of certain  exploration  properties  in  Australia,  and a net  foreign
currency  exchange gain of $1.4 million.  Other income for the first nine months
of 1995  includes a $2.7 million gain on the sale of the  Company's 28% interest
in the  Torres  mining  complex in Mexico,  a $1.9  million  gain on the sale of
certain exploration properties in Australia and royalty income of $1.7 million.

Income and mining tax expense for the first nine months of 1996  includes a $2.6
million  credit with respect to the litigation  recovery  relating to previously
paid income taxes.  Excluding this credit,  the Company's  income and mining tax
rate  for the  first  nine  months  of  1996  was  53%  compared  to 48% for the
comparable  period of 1995.  The  Company's  consolidated  effective  income and
mining  tax rate will  fluctuate  depending  on the  geographical  mix of pretax
income.

Minority interests in the income of consolidated  subsidiaries decreased to $1.7
million  during  the third  quarter of 1996 from $4.9  million  during the third
quarter of 1995. The decrease is  attributable  to lower income,  primarily as a
result of higher  Canadian taxes in the 1996 period for Prime,  and the minority
shareholder's  interest in exploration  expenses of the Company's  newly-formed,
51%-owned  subsidiary,  Agua  de la  Falda  S.A.  (see  "Liquidity  and  Capital
Resources" section below).

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

                                       11
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


<TABLE>
<CAPTION>

                                                                       Production
                                                                  (Ounces in thousands)

                                                     Three Months Ended                   Nine Months Ended
                                                       September 30,                       September 30,
Mine (Percentage interest)                          1996             1995               1996             1995
--------------------------                   ------------------------------      ------------------------------
<S>                                                   <C>              <C>               <C>              <C>  
Homestake (100)                                       98.0             90.4              306.5            291.5
McLaughlin (100)                                      38.5             62.9              153.3            178.8
Round Mountain (25)                                   29.7             20.6               78.4             63.7
Marigold (33)                                          4.0              6.8               16.8             17.5
Pinson (26)                                            2.9              3.8                7.7              9.1
Santa Fe (100)                                         -                3.5                -               15.4
                                              -------------    -------------      -------------    -------------
    Total United States                              173.1            188.0              562.7            576.0

Eskay Creek (100) (1,2)                               87.5             79.0              281.7            245.1
Williams (50)                                         54.3             51.9              149.3            152.9
David Bell (50)                                       19.7             23.3               72.2             59.7
Quarter Claim (25)                                     2.9              1.8                8.5              5.6
Nickel Plate (100)                                    16.1             21.0               67.9             64.9
Snip (100) (2,3)                                      36.8             13.1               69.8             39.5
                                              -------------    -------------      -------------    -------------
     Total Canada                                    217.3            190.1              649.4            567.7

Kalgoorlie, Australia (50)                            91.9             72.0              259.3            238.7

El Hueso, Chile (100)                                  1.8              3.3                6.7             16.5
                                              -------------    -------------      -------------    -------------

Total Production                                     484.1            453.4            1,478.1          1,398.9
Less Minority Interests                              (61.5)           (58.8)            (173.7)          (184.8)
                                               -------------    -------------      -------------    -------------
Homestake's Share                                    422.6            394.6            1,304.4          1,214.1
                                               =============    =============      =============    =============
</TABLE>

<TABLE>
<CAPTION>

                                                                       Total Cash Costs
                                                                      (Dollars per ounce)

                                                      Three Months Ended                   Nine Months Ended
                                                        September 30,                       September 30,
Mine (Percentage interest)                          1996             1995               1996             1995
--------------------------                   ------------------------------      ------------------------------
<S>                                                 <C>              <C>                <C>              <C> 
Homestake (100)                                     $305             $315               $298             $303
McLaughlin (100)                                     243              260                239              237
Round Mountain (25)                                  252              252                253              251
Marigold (33)                                        343              205                282              245
Pinson (26)                                          347              272                392              325
Santa Fe (100)                                         -              166                  -              143

Eskay Creek (100) (1,2)                              176              187                170              185
Williams (50)                                        197              213                228              222
David Bell (50)                                      203              160                170              198
Quarter Claim (25)                                   166              182                167              166
Nickel Plate (100)                                   383              416                342              374
Snip (100) (2,3)                                     163              188                175              173

Kalgoorlie, Australia (50)                           282              300                309              282

El Hueso, Chile (100)                                375              370                270              403

Weighted Average                                    $245             $258               $249             $252
</TABLE>

                                       12
<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES



<TABLE>
<CAPTION>

                                                     Three Months Ended                   Nine Months Ended
                                                         September 30,                       September 30,
Per Ounce of Gold                                   1996             1995               1996             1995
-----------------                           ------------------------------      ------------------------------
<S>                                                 <C>              <C>                <C>              <C> 
Revenue                                             $388             $385               $393             $385
Per Ounce Costs
     Cash Operating Costs (4)                       $238             $251               $242             $245
     Other Cash Costs (5)                              7                7                  7                7
                                            ------------------------------      ------------------------------
     Total Cash Costs                                245              258                249              252
     Noncash Costs  (6)                               60               54                 58               51
                                            ------------------------------      ------------------------------
     Total Production Costs                         $305             $312               $307             $303
                                            ==============================      ==============================

<FN>
     (1)  Gold and silver  are  accounted  for as  co-products  at Eskay  Creek.
          Silver is converted to gold equivalent,  using the ratio of the silver
          market price to the gold market price. These ratios were 76 ounces and
          72  ounces  of silver  equals  one ounce of gold for the three  months
          ended  September  30,  1996 and 1995,  respectively,  and 74 ounces of
          silver  equals one ounce of gold for the nine months  ended  September
          30, 1996 and 1995. Eskay Creek  production  includes 48,400 (48,200 in
          1995)  payable  ounces of gold and 3.0 million  (2.2  million in 1995)
          payable  ounces of silver  contained  in ore sold to  smelters  in the
          third  quarter,  and 160,100  (152,000 in 1995) payable ounces of gold
          and 9.0  million  (6.9  million  in 1995)  payable  ounces  of  silver
          contained in ore sold to smelters in the year-to-date period.

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

     (3)  Includes  ounces of gold contained in dore and  concentrates.  Prime's
          ownership  percentage  in the  Snip  mine  increased  from 40% to 100%
          effective April 30, 1996.

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

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

     (6)  Noncash costs are costs that  typically are accounted for ratably over
          the life of an  operation;  includes  depreciation,  depletion,  final
          reclamation  and the  amortization  of the  economic  cost of property
          acquisitions,  but  excludes  amortization  of SFAS 109  deferred  tax
          purchase adjustments relating to property acquisitions.

</TABLE>

Liquidity and Capital Resources

Cash provided by operations  totaled  $151.6  million for the 1996  year-to-date
period  compared to $124.6  million for the comparable  period of 1995.  Working
capital at  September  30, 1996  amounted to $279.7  million,  including  $229.2
million of cash and equivalents and short-term investments.

Capital  additions of $85.8 million during the first nine months of 1996 include
$54.3 million at the  Kalgoorlie  operations,  primarily for the purchase of all
rights and entitlements under the  disproportionate  sharing  arrangement,  $9.5
million at the  Homestake  mine,  primarily  for  numerous  projects  related to
improving the  efficiency of the mine,  $5.5 million at the Round Mountain mine,
primarily for the new gravity mill project,  $4.5 million at the advanced  stage
Ruby Hill  project  in  Nevada,  and $4.5  million  at the  McLaughlin  mine for
construction of a tailings lift.


                                       13
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


In the fourth  quarter  of 1995,  the  Company  made an  unconditional  offer to
acquire the 18.5% of  Homestake  Gold of Australia  Limited  ("HGAL") it did not
already own.  Homestake offered 0.089 of a Homestake share or A$1.90 in cash for
each of the 109.6 million HGAL shares owned by the public.  Through December 31,
1995 a total  of 38.9  million  HGAL  shares  were  acquired  at a cost of $59.1
million,  including  $42.4  million for 2.6 million  newly issued  shares of the
Company,  $14.5  million in cash and $2.2 million of  transaction  expenses.  At
December 31, 1995 Homestake  owned 88.1% of the shares of HGAL. The  acquisition
was completed in the 1996 first quarter when the remaining 70.7 million publicly
held HGAL shares  were  acquired at a cost of $105.8  million,  including  $99.3
million for 6.0 million newly issued shares of the Company, $5.0 million in cash
and $1.5 million of  transaction  expenses.  The total purchase price to acquire
all of the 18.5% of HGAL  held by  minority  shareholders  was  $164.9  million,
including  $141.7  million for 8.5 million  newly issued  shares of the Company,
$19.5 million in cash and $3.7 million of transaction expenses.

In March 1996, the Company  exercised its option which will permit  Homestake to
acquire  from Navan  Resources  plc  ("Navan") up to a 50% interest in Navan BV,
which in turn  owns 68% of Bimak  AD,  the  owner of the  Chelopech  gold/copper
operations in Bulgaria,  by investing an  additional  $48.0  million.  Homestake
acquired the option in 1995 in connection  with its  investment of $24.0 million
to acquire a 10% interest of Navan, an Irish public company with diverse mineral
interests in Europe.  The Company  initially  will advance up to $12.0  million,
subject  to the  satisfaction  of  certain  conditions,  principally  receipt of
certain  permits from the  Bulgarian  government  for the expansion of mining at
Chelopech from 500,000 to 750,000 metric tons per year and for construction of a
roaster.  Investment of the remaining $36 million is conditional upon subsequent
approval by the Bulgarian government,  Navan and Homestake of a further mine and
mill  expansion  and the  securing  of  expansion  financing.  To date,  pending
satisfaction  of certain of the  conditions,  no amounts  have been  advanced in
respect of this option.

On April 30, 1996 Prime  purchased  Cominco's  60% interest in the Snip mine for
$39.3  million.  The purchase  included  Cominco's  share of the mine's  working
capital. Prime now owns 100% of the Snip mine.

In June 1996,  the Company paid $51.4  million  (A$65  million) to Gold Mines of
Kalgoorlie  Limited  ("GMK") to purchase all rights and  entitlements  under the
disproportionate  sharing arrangement covering gold production from a portion of
the Super Pit operation at the Kalgoorlie operations. The Company will now share
equally with GMK in all gold produced at the Kalgoorlie operations.

In July 1996, Homestake and Corporacion Nacional del Cobre Chile ("Codelco"),  a
state-owned mining company in Chile, formed a new company, Agua de la Falda S.A.
("La Falda") to explore near  Homestake's  El Hueso mine in northern  Chile.  La
Falda will develop the Manto Agua de la Falda orebody,  which  contains  250,000
ounces of oxide reserves, and continue drilling and metallurgical testing of the
much larger Jeronimo deposit, which contains geologic mineralization of over one
million  ounces.  Homestake  owns 51% of the  corporation  and Codelco owns 49%.
Codelco and Homestake have contributed property interests in the area to the new
company.   In addition,  Codelco  contributed the existing El Hueso plant, which
had been under lease to Homestake.  Homestake also has contributed  $5.1 million
for   exploration,   including  $3.7  million  of  exploration  and  development
expenditures incurred prior to the formation of La Falda. In addition, Homestake
will  provide the next $10  million of capital,  if  necessary,  for  additional
exploration  and  development,  including a $4.9 million loan to Codelco for its
share of this  amount.  This loan would be repayable  out of Codelco's  share of
future  dividends  from La  Falda,  with any  remaining  unpaid  balance  due by
December 31, 2005.

In September 1996, the Company  replaced its credit  agreement with a new United
States/Canadian/Australian   cross-border  credit  facility  providing  a  total
availability of $275 million. The Company will pay a commitment fee of 0.15% per
annum on the unused portion of 

                                       14
<PAGE>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



this facility.  The credit facility is available  through September 20, 2001 and
provides for borrowings in United States dollars,  Canadian dollars,  Australian
dollars,  gold loans or a combination of these. The credit agreement  requires a
minimum consolidated net worth of $500 million.  No amounts have been  borrowed
under this credit agreement.

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


Other

In 1995, in connection with Homestake's acquisition of the minority interests in
Homestake Gold of Australia  Limited,  Homestake issued a financial forecast for
the year ended  December 31, 1996.  The forecast was required  under  applicable
Australian  law. The forecast was based upon a variety of assumptions  regarding
gold  production,  the  price of gold,  exchange  rates  and  other  significant
matters.  Based on an assumed average gold price of $395 per ounce, the forecast
estimated 1996 after-tax net income of $30.2 million ($0.21 per share).

Homestake's  earnings  are  very  sensitive  to  changes  in the  price of gold.
Homestake's  actual realized price during the first nine months of 1996 was $393
per ounce.  The average price of gold during October 1996 was $381 per ounce. If
Homestake realizes an average price of gold of $385 per ounce for the last three
months  of 1996,  Homestake  does  not  expect  that  there  will be a  material
difference  between actual and forecasted net income or net income per share for
1996.  If Homestake  were to realize an average  price of $380 per ounce (rather
than  $385 per  ounce)  of gold for the last  three  months  of 1996,  Homestake
estimates  that the effect on net income would be  approximately  $1.3  million,
with a  comparable  change  in net  income  for each $5  change  in the  average
realized price of gold for the last three months of 1996. The foregoing does not
reflect any gain which may be recognized  with respect to the earlier  announced
pending  sale of the  Back  River/George  Lake  properties  in  Canada  or other
possible non-recurring events that might occur during the remainder of 1996.

The forecast also estimated a net increase in cash and equivalents,  assuming no
net  change  in the  amount  of cash and  equivalents  temporarily  invested  in
short-term  investments,  for the 1996  year in the  amount  of  $24.4  million.
Assuming there are no  non-recurring  events as discussed  above,  Homestake now
estimates that there will not be a material change between actual and forecasted
cash and  equivalents  and short-term  investments at December 31, 1996.  Higher
operating cash flows and the timing of exploration/development expenditures have
offset the funds expended on the purchase of all rights and  entitlements  under
the  disproportionate  sharing arrangement for $51.4 million and the purchase of
the 60% interest in the Snip mine for $39.3 million.

Certain  of the  foregoing  statements  and the  forecast  are  forward  looking
statements within the meaning of The Private Securities Litigation Reform Act of
1995,  and are  qualified  in their  entirety  by  reference  to the  Cautionary
Statements noted in the Form 10-Q Report for the quarter ended June 30, 1996.



                                       15
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Part II - OTHER INFORMATION

Item 5. - Other Information

Statements in this Form 10-Q  regarding  future or estimated  reserves and other
mineralization;   projected   quantities  and  periods  of  future   production;
production  rates;  production,  capital and other costs; and other estimates of
future results or activity are forward looking statements that involve risks and
uncertainties  that could cause actual results to differ from estimated results.
Actual  results could differ  materially  depending on political  events,  labor
relations,  currency fluctuations and other general economic conditions,  market
prices  for the  Company's  products,  timing of  permits  and other  government
approvals and requirements, changes in expected operating conditions, lower than
expected ore grades,  unexpected ground and mining conditions,  availability and
cost of materials and equipment,  and risks generally  inherent in the ownership
and operation of mining properties and investments in foreign countries. See the
Company's  Form  10-Q  Report  for the  quarter  ended  June 30,  1996,  Item 5,
CAUTIONARY  STATEMENT FOR PURPOSES OF THE SAFE HARBOR  PROVISIONS OF THE PRIVATE
SECURITIES  LITIGATION  REFORM ACT OF 1995,  for a more  detailed  discussion of
factors that may impact on expected future results.


Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits                                          Method of Filing

         11  -  Computation of Earnings Per Share          Filed herewith
                                                           electronically

         27  -  Financial Data Schedule                    Filed herewith
                                                           electronically

(b)      Reports on Form 8-K

         One  report  on Form 8-K has been  filed by the  Registrant  since  the
         filing of the prior  quarter's Form 10-Q. The report,  dated  September
         20,  1996,  noted that the  Registrant  had  entered  into a new credit
         facility.  The new Credit Agreement was filed as an Exhibit to the Form
         8-K.






                                       16
<PAGE>
                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES







                                    SIGNATURE



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




                                              HOMESTAKE MINING COMPANY







Date: November 11, 1996                      By: /s/ David W. Peat  
      -----------------                          --------------------
                                                 David W. Peat
                                                 Vice President and Controller
                                                 (Chief Accounting Officer)


                                       17