UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the Quarterly Period Ended June 30, 1997

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

               For the transition period from _______ to ________

                          Commission File Number 1-8736


                            HOMESTAKE MINING COMPANY


                             A Delaware Corporation

                   IRS Employer Identification No. 94-2934609


                              650 California Street
                      San Francisco, California 94108-2788
                            Telephone: (415) 981-8150
                            http://www.homestake.com



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

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


The  number  of  shares of  common  stock  outstanding  as of August 8, 1997 was
146,732,000.


                                     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>
                                                                                    June 30,                December 31,
                                                                                      1997                      1996
                                                                                 ---------------          -----------------
<S>                                                                              <C>                       <C>
ASSETS
Current assets
     Cash and equivalents                                                        $       87,840            $        89,599
     Short-term investments                                                             163,788                    130,158
     Receivables                                                                         37,789                     47,650
     Inventories:
         Finished products                                                               21,690                     21,132
         Ore and in process                                                              38,012                     39,980
         Supplies                                                                        28,877                     30,015
     Deferred income and mining taxes                                                    12,263                     12,263
     Other                                                                                5,442                      8,551
                                                                                 ---------------          -----------------
         Total current assets                                                           395,701                    379,348
                                                                                 ---------------          -----------------

Property, plant and equipment - at cost                                               2,016,633                  1,970,300
     Accumulated depreciation, depletion and amortization                            (1,022,514)                  (963,270)
                                                                                 ---------------          -----------------
         Property, plant and equipment - net                                            994,119                  1,007,030
                                                                                 ---------------          -----------------

Investments and other assets
     Noncurrent investments                                                              26,154                     39,606
     Other assets                                                                        56,014                     56,124
                                                                                 ---------------          -----------------
         Total investments and other assets                                              82,168                     95,730
                                                                                 ---------------          -----------------
Total Assets                                                                     $    1,471,988            $     1,482,108
                                                                                 ===============          =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
     Accounts payable                                                            $       36,161            $        36,171
     Accrued liabilities:
         Payroll and other compensation                                                  26,181                     23,085
         Reclamation                                                                     10,010                     10,055
         Other                                                                           12,764                      9,034
     Income and other taxes payable                                                      18,619                     38,386
                                                                                 ---------------          -----------------
         Total current liabilities                                                      103,735                    116,731
                                                                                 ---------------          -----------------

Long-term liabilities
     Long-term debt                                                                     188,730                    185,000
     Other long-term obligations                                                        121,987                    114,168
     Deferred income and mining taxes                                                   193,828                    201,454
                                                                                 ---------------          -----------------
         Total long-term liabilities                                                    504,545                    500,622
                                                                                 ---------------          -----------------

Minority interests in consolidated subsidiaries                                         102,715                     96,203

Shareholders' equity
     Capital stock, $1 par value per share:
         Preferred - 10,000 shares  authorized;  no shares  outstanding 
         Common - 250,000 shares authorized; shares outstanding:
            1997 - 146,728; 1996 - 146,672                                              146,728                    146,672
     Other shareholders' equity                                                         614,265                    621,880
                                                                                 ---------------          -----------------
         Total shareholders' equity                                                     760,993                    768,552
                                                                                 ---------------          -----------------
Total Liabilities and Shareholders' Equity                                       $    1,471,988            $     1,482,108
                                                                                 ===============          =================


See notes to condensed consolidated financial statements.
</TABLE>


                                       2


<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



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

                                                                   Three Months Ended                       Six Months Ended
                                                                        June 30,                                June 30,
                                                                 1997               1996                  1997              1996
                                                            --------------     --------------        --------------    ------------
<S>                                                          <C>                <C>                  <C>                <C>
Revenues
      Gold and ore sales                                     $    160,453      $     186,723         $     324,666      $   370,223
      Sulfur and oil sales                                          6,842              7,370                13,794           15,793
      Interest income                                               3,879              3,833                 7,208            7,929
      Gain on termination of Santa Fe merger                            -                  -                62,925                -
      Other income                                                 (2,515)             3,566                10,253           10,355
                                                            --------------     --------------        --------------    ------------
                                                                  168,659            201,492               418,846          404,300
                                                            --------------     --------------        --------------    ------------
Costs and Expenses
      Production costs                                            121,122            122,704               239,236          247,956
      Depreciation, depletion and amortization                     28,057             29,032                56,212           55,361
      Administrative and general expense                            9,933              9,249                19,494           18,963
      Exploration expense                                          13,678             11,535                22,013           17,576
      Interest expense                                              2,851              2,645                 5,433            5,292
      Other expense                                                 2,785                786                 3,427            1,019
                                                            --------------     --------------        --------------    ------------
                                                                  178,426            175,951               345,815          346,167
                                                            --------------     --------------        --------------    ------------

Income (Loss) Before Taxes and Minority Interests                  (9,767)            25,541                73,031           58,133
Income and Mining Taxes                                            (3,465)           (14,745)              (33,244)         (28,605)
Minority Interests                                                 (2,990)            (4,020)               (6,149)          (9,099)
                                                            --------------     --------------        --------------    ------------

Net Income (Loss)                                            $    (16,222)     $       6,776         $      33,638      $    20,429
                                                            ==============     ==============        ==============    ============



Net Income (Loss) Per Share                                  $      (0.11)     $        0.05         $        0.23      $      0.14
                                                            ==============     ==============        ==============    ============

Average Shares Used in the Computation                            146,728            146,662               146,705          145,949
                                                            ==============     ==============        ==============    ============

Dividends Paid Per Common Share                              $       0.05      $        0.05         $        0.10      $      0.10
                                                            ==============     ==============        ==============    ============



See notes to condensed consolidated financial statements.

</TABLE>


                                       3

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

                                                                                        Six Months Ended June 30,
                                                                                     1997                        1996
                                                                              -----------------           ------------------
<S>                                                                            <C>                         <C>               
Cash Flows from Operations
    Net income                                                                 $        33,638             $         20,429
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                                         56,212                       55,361
       Gains on asset disposals                                                        (14,256)                      (2,750)
       Deferred taxes, minority interests and other                                     14,898                       23,799
       Effect of changes in operating working capital items                              1,087                       12,481
                                                                              -----------------           ------------------
    Net cash provided by operations                                                     91,579                      109,320
                                                                              -----------------           ------------------

Investment Activities
    Decrease (increase) in short-term investments                                      (33,630)                       2,557
    Additions to property, plant and equipment                                         (63,056)                     (69,475)
    Proceeds from asset sales                                                           10,213                       13,572
    Purchase of HGAL minority interests                                                      -                       (6,435)
    Purchase of interest in Snip mine                                                        -                      (39,279)
    Other                                                                                1,707                        1,692
                                                                              -----------------           ------------------
    Net cash used in investment activities                                             (84,766)                     (97,368)
                                                                              -----------------           ------------------

Financing Activities
    Borrowings                                                                           3,730                            -
    Common shares issued                                                                   798                        2,349
    Dividends paid - Homestake                                                         (14,670)                     (14,674)
                   - Prime minority interests                                           (1,085)                      (1,099)
    Other                                                                                2,655                            -
                                                                              -----------------           ------------------
    Net cash used in financing activities                                               (8,572)                     (13,424)
                                                                              -----------------           ------------------

Net decrease in cash and equivalents                                                    (1,759)                      (1,472)

Cash and equivalents, January 1                                                         89,599                      145,957
                                                                              -----------------           ------------------
Cash and equivalents, June 30                                                  $        87,840             $        144,485
                                                                              =================           ==================



See notes to condensed consolidated financial statements.
</TABLE>


                                       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, 1996.

          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  5, 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  March 1997,  Santa Fe   Pacific Gold  Corporation  terminated  its
          previously   announced   merger  agreement  with  Homestake  and  paid
          Homestake a $65  million  termination  fee.  As a result,  the Company
          recorded a pretax gain of $62.9 million ($47.2 million after tax), net
          of merger-related expenses of $2.1 million incurred in 1997.

3.        Other  income  for the three and six  months  ended  June 30 is as
          follows (in millions):
<TABLE>
<CAPTION>


                                       Three Months Ended                Six Months Ended
                                            June 30,                         June 30,
                                  -----------------------------     ---------------------------
                                      1997            1996             1997           1996
                                  -------------   -------------     ------------   ------------
<S>                                      <C>             <C>             <C>             <C> 
Gains on asset disposals                 $0.7            $2.0            $14.3           $2.8
Royalty income                            0.6             0.8              1.2            1.4
Foreign currency contract
     gains (losses)                      (2.8)            0.2             (3.8)           1.3
Foreign currency exchange
     losses on intercompany
     advances                            (2.4)           (0.3)            (2.8)          (0.3)
Other foreign currency
     gains (losses)                         -             0.3             (0.3)           0.2
Litigation settlement                       -               -                -            2.9
Other                                     1.4             0.6              1.7            2.1
                                  -------------   -------------     ------------   ------------
                                        ($2.5)           $3.6            $10.3          $10.4
                                  =============   =============     ============   ============
</TABLE>

          In February 1997, Homestake completed the sale of its interests in the
          George  Lake and  Back  River  joint  ventures  in  Canada  to  Arauco
          Resources  Corporation  ("Arauco")  for $9.3  million  in cash and 3.6
          million   shares  of  Arauco  common  stock.   As  a  result  of  this
          transaction, the Company recorded a pretax gain of $13.5 million ($8.1
          million after tax).

4.        In April 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 for  approximately  $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.

5.        In 1995,  Homestake  offered  to acquire the 18.5% of  Homestake  Gold
          of Australia  Limited ("HGAL") it did not already own by offering .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.  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 million shares
          of the


                                       5
<PAGE>
                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES



          Company, $5 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  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.

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

          At  June  30,  1997  the  Company  had  forward   currency   contracts
          outstanding as follows:
<TABLE>
<CAPTION>
                                              Weighted-Average Exchange
                                                Rates to U.S. Dollars               
                      Amount Covered       -----------------------------------     Expiration
Currency              (U.S. Dollars)        Put Options      Call Options             Dates
-------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>              <C>                   <C> 
Canadian                    $ 98,580            0.72             0.77                  1997
Canadian                      94,700            0.73             0.77                  1998
Australian                    55,860            0.77             0.80                  1997
Australian                    66,500            0.75             0.79                  1998
                        -------------
                            $315,640
</TABLE>

7.        In the  fourth  quarter of  1996,  the Company  entered  into  forward
          sales  commitments for 680,100 ounces expected to be produced from the
          McLaughlin mine stockpiles from 1997 through 2003. In addition, during
          the second  quarter of 1997 the Company  entered  into  forward  sales
          commitments for 20,000 ounces of gold to be produced in 2001 and 2002.
          Gold sales for the three and six months  ended June 30,  1997  include
          sales of 30,000 ounces and 60,000 ounces at average prices of $383 per
          ounce and $381 per ounce,  respectively.  Gold sales for the three and
          six months ended June 30, 1996 include  sales under the  now-completed
          Nickel Plate mine forward sales program of 23,200 and 45,100 ounces at
          average prices of $421 per ounce and $418 per ounce, respectively.

          At June 30,  1997  the Company's  forward  sales  commitments  were as
          follows:
<TABLE>
<CAPTION>

                                                                  Average Price of
                                    Forward Sales                  Forward Sales
      Year                          (ounces)                        (per ounce)
-----------------------------------------------------------------------------------
      <S>                              <C>                             <C> 
      1997                              60,100                         $389
      1998                             120,000                          399
      1999                             109,900                          415
      2000                              85,100                          430
      2001                              95,000                          441
      2002                              95,000                          457
      2003                              75,000                          481
                                  -------------
                                       640,100
</TABLE>

8.        In  June  1997,  the  Financial  Accounting  Standards  Board ("FASB")
          issued Statement of Financial  Accounting  Standards No. ("SFAS") 131,
          "Disclosures About Segments of an Enterprise and Related Information."
          SFAS 131 specifies  revised  guidelines  for  determining  an entity's
          operating segments and the type and level of financial  information to
          be disclosed.  SFAS 131 is effective for fiscal years  beginning after
          December  15,  1997.  Adoption  of SFAS 131  will not have a  material
          impact on Homestake's current geographic and segment disclosures.



                                       6
<PAGE>
                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES



          In June  1997,  the FASB  issued  SFAS 130,  "Reporting  Comprehensive
          Income." SFAS 130 establishes  standards for the reporting and display
          of comprehensive income and its components (revenues,  expenses, gains
          and  losses).  The  purpose of  reporting  comprehensive  income is to
          present a measure of all changes in  shareholders'  equity that result
          from recognized  transactions and other economic events of the period,
          other than transactions with owners in their capacity as owners.  SFAS
          130 is effective for financial  statements  issued for periods  ending
          after  December  15,  1997.  Adoption  of  SFAS  130  will  result  in
          additional  disclosures in Homestake's  financial  statements but will
          not impact the Company's reported net income or net income per share.

          In February 1997, the FASB issued SFAS 128, "Earnings Per Share." SFAS
          128   specifies  the   computation,   presentation,   and   disclosure
          requirements  for  earnings  per  share.  SFAS  128 is  effective  for
          financial  statements  issued for periods  ending  after  December 15,
          1997.  Adoption  of SFAS  128  will  not  have a  material  impact  on
          Homestake's previously reported earnings per share.

9.        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.

          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  adjacent   residential
          subdivisions.  The Company paid the costs of extending  the  municipal
          water  supply to the affected  homes 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 $20.4
          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 past  and  future  costs of  reclaiming  the  Grants  site in
          accordance with Nuclear Regulatory  Commission  license  requirements.
          Through June 30, 1997 the Company had received  $17.1 million from the
          DOE and the  accompanying  balance  sheet at June 30, 1997 includes an
          additional  receivable  of  $13.3  million  for  the  DOE's  share  of
          reclamation expenditures made by the Company through 1996. The Company
          believes that its share of the estimated  remaining cost of reclaiming
          the Grants  facility,  net of  estimated  proceeds  from the  ultimate
          disposals  of  related  assets,  is fully  provided  in the  financial
          statements at June 30, 1997.

          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 as 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.

          On  July  23,   1997    the   Company   received  a  letter  from  the
          Mountain-Prairie Region of the United States Fish and Wildlife Service
          stating that the "Department  [of the Interior]  intends to file suit,
          subject to final approval by the  Department of Justice,  against your
          company to recover natural resource  damages and assessment  costs" in
          respect of Whitewood  Creek,  South Dakota,  under  CERCLA,  the Clean
          Water Act and other  applicable  laws.  The letter  stated  that other
          federal  agencies may  participate in such  litigation and also stated
          that the


                                       7
<PAGE>
                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES



          Cheyenne River Sioux Tribe intended to file such an action. The letter
          invited Homestake to participate in discussions with the Department of
          the  Interior and the Tribe over the next 60 days and  indicated  that
          absent an  agreement,  "the  Department  intends to  request  that the
          Department  of Justice  file a lawsuit  for natural  resource  damages
          against  Homestake upon the  expiration of the 60-day notice  period."
          (See Part II, Item 1- Legal Proceedings of this Form 10-Q.)

          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.

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

(Unless  specifically  stated otherwise,  the following  information  relates to
amounts included in the consolidated  financial statements without reduction for
minority interests.)

RESULTS OF OPERATIONS

Homestake Mining Company  ("Homestake" or the "Company")  recorded a net loss of
$16.2  million or $0.11 per share during the second  quarter of 1997 compared to
net income of $6.8 million or $0.05 per share during the second quarter of 1996.
The decrease in second quarter earnings primarily reflects a significantly lower
average realized gold price,  decreased  production,  slightly higher total cash
costs,   mark-to-market  losses  on  foreign  currency  exchange  contracts  and
intercompany advances, and increased exploration expenditures.

Year-to-date  1997 net income of $33.6  million or $0.23 per share  compares  to
year-to-date  1996 net income of $20.4 million or $0.14 per share. The increased
1997  year-to-date  earnings  primarily are  attributable  to after-tax gains of
$47.2 million ($62.9 million pretax) or $0.32 per share from the termination fee
received from Santa Fe Pacific Gold Corporation ("Santa Fe") upon termination of
Homestake's  merger  agreement  with Santa Fe, and $8.1 million  ($13.5  million
pretax) or $0.06 per share from the sale of the George Lake and Back River joint
venture  interests in the Northwest  Territories  of Canada to Arauco  Resources
Corporation  ("Arauco").  Results for the 1996  year-to-date  period included an
after-tax gain of $4.9 million ($5.5 million pretax) from a litigation recovery.
Excluding the effect of the nonrecurring  items, the Company incurred a net loss
of $21.7  million or $0.15 per share  during the first half of 1997  compared to
net income of $15.5  million  or $0.11 per share  during the first half of 1996.
The lower  1997  earnings  primarily  are due to a $47 per ounce  decline in the
average realized gold price,  slightly lower production,  and higher exploration
expenses.

Gold  production  during the second  quarter of 1997 decreased to 488,500 ounces
compared  to 505,900  ounces  produced  during the second  quarter of 1996.  The
absence of 25,100  ounces of  production  from the Nickel  Plate mine in Canada,
which is in final  reclamation,  was the  principal  reason  for the lower  gold
production in 1997.  Production  declines from the Company's domestic operations
were offset by net  increases  in  production  at the  Company's  other  foreign
operations.  Revenues from gold and ore sales totaled  $160.5 million during the
second quarter of 1997 compared to $186.7 million during the prior year's second
quarter.  During the 1997 second quarter,  the Company sold 491,200 ounces at an
average  realized  price of $344 per ounce compared to 512,100 ounces sold at an
average realized price of $389 per ounce during the 1996 second quarter.

Domestic  production  decreased to 174,600  ounces during the second  quarter of
1997  compared to 201,200  ounces  produced  during the second  quarter of 1996,
primarily  reflecting  production declines at the Homestake mine in South Dakota
and the McLaughlin mine in northern  California,  partially  offset by increased
production  at the  Round  Mountain  mine  in  Nevada.  At the 



                                       8
<PAGE>
                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES



Homestake mine,  production declined by 5,300 ounces to 97,900 ounces during the
1997 second  quarter  compared to 103,200  ounces during the 1996 second quarter
primarily due to lower  underground ore grades caused by higher dilution.  Total
cash costs  increased to $330 per ounce  during the second  quarter of 1997 from
$300 per ounce during the prior year's  second  quarter as a result of the lower
production  and  stockpiled  ore valuation  adjustments  made as a result of the
lower gold prices.  The McLaughlin  mine produced  30,900 ounces during the 1997
second  quarter  compared  to 60,700  ounces  produced  during  the 1996  second
quarter.  Mining  operations ceased at the end of June last year and lower-grade
stockpiled  ore will be  processed  over the next six  years.  Total  cash costs
increased to $254 per ounce during the second  quarter of 1997  compared to $200
per ounce during the second  quarter of 1996 as a result of lower ore grades and
recoveries associated with the treatment of the stockpiled material. Homestake's
25% share of production  from the Round Mountain mine increased to 32,500 ounces
during the 1997  second  quarter  from  28,800  ounces  during  the 1996  second
quarter,  primarily due to an increase in the tons loaded on the dedicated  heap
leach pads. As a result,  total cash costs declined to $204 per ounce during the
second  quarter  of 1997  from  $230 per ounce in the  second  quarter  of 1996.
Construction of an 8,000 ton-per-day  gravity mill to treat higher-grade ore was
completed in July 1997,  and the mill should be in full  operation by the end of
the third quarter of 1997.

Total foreign gold production  during the second quarter of 1997 increased by 3%
to 313,900  equivalent  ounces  over the  comparable  period for the prior year,
primarily  due to  production  increases  at the Eskay  Creek and Snip  mines in
Canada,  at the  Kalgoorlie  operations  in Western  Australia,  and the initial
production from the Agua de la Falda mine in Chile.  These  increases  partially
were offset by declines in  production  at the  Williams and David Bell mines in
Canada and the absence of production at the Nickel Plate mine.

Production at the Eskay Creek mine increased to 100,900 gold  equivalent  ounces
at a total cash cost (including  third-party  smelter charges) of $157 per ounce
during the second quarter of 1997 compared to 94,800  equivalent ounces produced
at a total cash cost of $173 per ounce  during the second  quarter of 1996.  The
improved  results  reflect an  increase  in the grade of ore  shipped and higher
productivity.  Construction  of a small gravity and flotation mill has commenced
at Eskay  Creek and is  scheduled  for  completion  by year  end.  The mill will
improve profit margins on ore currently directly shipped to third-party smelters
and allow for the treatment of some lower-grade ores that otherwise could not be
processed  economically.  The capital  cost of the mill is  estimated  to be $12
million.  The mill will add approximately  30,000 ounces to Eskay Creek's annual
production.  Prime  Resources  Group  Inc.  ("Prime"),  Homestake's  50.6%-owned
subsidiary,  became  the sole  owner of the Snip mine on April 30,  1996 when it
purchased  Cominco Ltd.'s 60% interest in this mine for $39.3  million.  Prime's
share of Snip  production  during the second  quarter of 1997 was 31,300  ounces
compared to 21,200 ounces produced during the second quarter of 1996. Total cash
costs  increased to $216 per ounce during the 1997 second  quarter from $192 per
ounce during the 1996 second quarter, due to additional  transportation  charges
to  reduce  the  level  of  on-site  concentrate   inventory  and  to  increased
utilization of conventional  mining rather than lower cost mechanized mining due
to the  configuration of the remaining stopes to be mined.  Homestake's share of
production  from the  Williams  mine  totaled  42,800  ounces  during the second
quarter of 1997 compared to 51,400 ounces  produced during the second quarter of
1996. The decline in production is attributable to ground control  problems that
restricted  access  to  higher-grade  stopes,  resulting  in the  processing  of
additional  lower-grade ore. As a result, total cash costs increased to $272 per
ounce  during the 1997  second  quarter  compared to $225 per ounce in the prior
year's second  quarter.  Homestake's  share of production at the David Bell mine
was 20,800  ounces  during the second  quarter of 1997 compared to 29,700 ounces
produced  during the second  quarter of 1996,  primarily  reflecting an expected
reduction in ore grades. Total cash costs increased to $213 per ounce during the
1997 second quarter from $134 per ounce during the 1996 second quarter.

Homestake Gold of Australia  Limited's  ("HGAL") share of gold production at the
Kalgoorlie  operations  totaled 107,000 ounces during the second quarter of 1997
at a total cash cost of $279



                                       9
<PAGE>
                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES



per ounce compared to 77,200 ounces  produced  during the second quarter of 1996
at a total cash cost of $344 per ounce. The improved results primarily reflect a
21% increase in the ore grade and a 12% increase in tons milled. Construction of
a 1.6 mile decline  from the northern end of the Super Pit to the Mt.  Charlotte
mine has begun.  This decline will provide  access to ore in the upper levels of
the Mt. Charlotte  orebody and should further improve the economics of the mine.
Homestake's  50% share of the cost is estimated to be $6 million.  Completion of
the decline is scheduled for the first quarter of 1998.

The new Agua de la Falda mine (51% owned by Homestake, 49% by Codelco) commenced
mining operations late in 1996 and the first gold was poured in April 1997. Gold
production during the 1997 second quarter was 8,300 ounces. Both the average ore
grade and mine  production to date have been higher than expected.  As a result,
total  cash  costs of $203 per ounce for the  second  quarter  of 1997 were well
below  projections.  Estimated gold  production for the Agua de la Falda mine in
1997 is 27,000 ounces.

The Company's  consolidated total cash cost per ounce increased slightly to $249
during the 1997 second quarter compared to $246 during the 1996 second quarter.

Year-to-date  revenues from gold and ore sales totaled $324.7 million during the
first six months of 1997 compared to $370.2  million during the first six months
of 1996,  reflecting  significantly  lower average  realized prices and slightly
lower sales volumes. During the first half of 1997, 975,900 equivalent ounces of
gold were  sold at an  average  realized  price of $348 per  ounce  compared  to
998,100  equivalent ounces of gold sold at an average realized price of $395 per
ounce during the first half of 1996.  The lower sales volumes  primarily are due
to  lower  production  following  the  cessation  of  mining  operations  at the
McLaughlin and Nickel Plate mines.  Total cash costs per ounce decreased to $247
during the first six months of 1997 from $252 during the  comparable  period for
the previous year.

The Company's share of revenues from the Main Pass 299 operations in the Gulf of
Mexico  declined  to $6.8  million  during the second  quarter of 1997 from $7.4
million in the second  quarter of 1996,  and operating  losses were $0.4 million
during the 1997 second  quarter  compared to operating  earnings of $0.8 million
during the 1996  second  quarter.  Sulfur  sales  increased  to 76,700 long tons
during the 1997 second  quarter from 71,500 long tons in the prior year's second
quarter.  However,  the average  realized  sulfur price  declined to $60 per ton
during the second  quarter  compared to $64 per ton during the second quarter of
1996.  Oil sales also  declined  due to  reduced  production  and lower  prices.
Year-to-date  1997 revenues from Main Pass 299 totaled $13.8 million compared to
year-to-date  1996 revenues of $15.8 million,  and  year-to-date  1997 operating
losses were $1 million  compared to  operating  earnings of $1.1 million for the
1996 year-to-date period.

At June 30, 1997 the carrying value of the Company's investment in the Main Pass
299 sulfur mine was $109 million.  In accordance  with the Company's  accounting
policy for reviewing the  recoverability  of its investments in operating mines,
the Company has estimated future Main Pass  undiscounted net cash flows based on
its  share of  proven  reserves,  estimated  future  sales  prices  (considering
historical and current  prices,  price trends and related  factors),  production
costs and operating  capital and  reclamation  costs.  In estimating  its future
undiscounted  net cash flows,  the Company has assumed an average  future  sales
price for sulfur of  approximately  $70 per ton over the  expected  remaining 30
year life of the mine.  Although  the  current  market for sulfur is  depressed,
during the past 10 years the market for  sulfur has been  cyclical  with  prices
ranging  between  $55 and $142  per ton and  averaging  over $96 per ton  (Tampa
market). During the six months ended June 30, 1997, the Company realized a price
of $59 per ton, and for the years ended  December 31, 1996 and 1995, the Company
realized  prices  of $60 and $68 per ton,  respectively.  The  Company  does not
expect  significant  improvement  in sulfur prices during the remainder of 1997.
However, the Company believes that future prices over the life of the mine will


                                       10

<PAGE>
                 HOMESTAKE MINING COMPANY AND SUBSIDIARIES



be sufficient to recover its  investment.  This view is based on the  historical
volatility  of sulfur  prices  and on the Main Pass  mine's low  operating  cost
structure.

Estimates of future cash flows are subject to risks and  uncertainties and it is
possible  that  changes  could  occur in the near  term  which  may  affect  the
recoverability of the Company's  investment in the Main Pass operations.  If the
sulfur market  remains  depressed  for a period of time,  the Company may not be
able  to  recover  all of its  investment  in the  Main  Pass  mine  and  future
write-downs of up to $109 million may be required.

In the past, the Company's  general policy has been to sell its gold  production
at  current  prices  and not to hedge  its gold  production  except  in  special
circumstances,  such as the Nickel Plate and  McLaughlin  mine programs  entered
into in prior years.  These programs were entered into in recognition  that both
mining operations were near the end of their economic life. Recently,  the Board
of Directors  authorized the Company to implement  strategies to provide a floor
price  for  a  portion  of  annual  production  and  enter  into  forward  sales
arrangements if deemed appropriate. Homestake now has the flexibility to hedge a
significant portion of its gold production if it chooses to do so.

In  the  fourth  quarter  of  1996,  the  Company  entered  into  forward  sales
commitments  for 680,100 ounces expected to be produced from the McLaughlin mine
stockpiles  from 1997 through  2003. In addition,  during the second  quarter of
1997 the Company  entered into forward  sales  commitments  for 20,000 ounces of
gold to be  produced  in 2001 and 2002.  Gold sales for the three and six months
ended June 30, 1997 include  sales of 30,000 ounces and 60,000 ounces at average
prices of $383 per  ounce and $381 per  ounce,  respectively.  At June 30,  1997
forward  sales for 640,100  ounces at an average  price of $430 per ounce remain
outstanding.

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 June  30,  1997  the  Company  had a net
unrealized loss of $2.6 million on open contracts under this program.

Exploration  expense for the three and six months  ended June 30, 1997 was $13.7
million and $22 million,  respectively,  compared to exploration expense for the
three and six months  periods  ended June 30,  1996 of $11.5  million  and $17.6
million,   respectively.  The  higher  exploration  expenses  reflect  increased
activity as the Company pursues  numerous  prospective  exploration  targets and
prospects.  The Company  expects to spend over $40 million  for  exploration  in
1997.

Income and mining tax expense  for the six months  ended June 30, 1997 was $33.2
million  compared to $28.6  million for the six months ended June 30, 1996.  The
increase  reflects  taxes of  $15.7  million  provided  on the  termination  fee
received from Santa Fe upon Santa Fe's  termination of the merger agreement with
Homestake. In addition, a $2.6 million credit was recorded during the first half
of 1996 with respect to a litigation recovery relating to previously paid income
taxes.  The Company's  income and mining tax rate was 46% in the 1997 first half
compared to 49% in the 1996 first half.  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 $6.1
million  during the first six months of 1997 from $9.1 million  during the first
six months of 1996. The decrease is primarily  attributable  to lower income due
to lower gold prices realized by Prime and higher exploration  expenses incurred
during the first half by the Company's  51%-owned  subsidiary,  Agua de la Falda
S.A., which was formed in July 1996.



                                       11
<PAGE>
              HOMESTAKE MINING COMPANY AND SUBSIDIARIES



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

                                                                       Production
                                                                  (Ounces in thousands)

                                                    Three Months Ended                   Six Months Ended
                                                           June 30,                            June 30,
Mine (Percentage interest)                          1997             1996               1997             1996
--------------------------                  ------------------------------      ------------------------------

<S>                                                <C>             <C>                <C>              <C>  
Homestake (100)                                     97.9            103.2              204.3            208.5
McLaughlin (100)                                    30.9             60.7               62.5            114.8
Round Mountain (25)                                 32.5             28.8               60.6             48.7
Pinson (50) (1)                                      6.2              2.6               12.6              4.8
Marigold (33)                                        7.1              5.9               14.3             12.8
                                            -------------    -------------      -------------    -------------
    Total United States                            174.6            201.2              354.3            389.6

Eskay Creek (100) (2,3)                            100.9             94.8              195.5            194.2
Williams (50)                                       42.8             51.4               94.2             95.0
David Bell (50)                                     20.8             29.7               43.8             52.5
Quarter Claim (25)                                   2.8              2.8                5.6              5.6
Snip (100) (3,4)                                    31.3             21.2               59.5             33.0
Nickel Plate (100)                                     -             25.1                  -             51.8
                                            -------------    -------------      -------------    -------------
     Total Canada                                  198.6            225.0              398.6            432.1

Kalgoorlie, Australia (50)                         107.0             77.2              215.3            167.4

Agua de la Falda (100)                               8.3              -                  8.3              -
El Hueso (100)                                         -              2.5                0.5              4.9
                                            -------------    -------------      -------------    -------------
     Total Chile                                     8.3              2.5                8.8              4.9

                                            -------------    -------------      -------------    -------------
Total Production                                   488.5            505.9              977.0            994.0
Less Minority Interests                            (69.4)           (57.3)            (130.0)          (112.2)
                                            -------------    -------------      -------------    -------------
Homestake's Share                                  419.1            448.6              847.0            881.8
                                            =============    =============      =============    =============

</TABLE>
<TABLE>
<CAPTION>

                                                                    Total Cash Costs
                                                                   (Dollars per ounce)

                                                     Three Months Ended                   Six Months Ended
                                                           June 30,                            June 30,
Mine (Percentage interest)                          1997             1996               1997             1996
--------------------------                   ------------------------------      ------------------------------

<S>                                                 <C>              <C>               <C>               <C>
United States
     Homestake (100)                                $330             $300               $323             $296
     McLaughlin (100)                                254              200                249              237
     Round Mountain (25)                             204              230                219              254
     Pinson (50) (1)                                 372              370                342              419
     Marigold (33)                                   257              288                243              263

Canada
     Eskay Creek (100) (2,3)                         157              173                161              167
     Williams (50)                                   272              225                251              246
     David Bell (50)                                 213              134                203              158
     Quarter Claim (25)                              172              167                174              167
     Snip (100) (3,4)                                216              192                210              190
     Nickel Plate (100)                                -              329                  -              329

Kalgoorlie, Australia (50)                           279              344                276              322

Chile
     Agua de la Falda (100)                          203                -                203                -
     El Hueso (100)                                    -              222                310              231

Weighted Average                                    $249             $246               $247             $252

</TABLE>
                                       12
<PAGE>
             HOMESTAKE MINING COMPANY AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                    Three Months Ended                  Six Months Ended
                                                         June 30,                            June 30,
Per Ounce of Gold                                   1997             1996               1997             1996
-----------------                           ------------------------------      ------------------------------
<S>                                                 <C>              <C>                <C>              <C> 
Revenue                                             $344             $389               $348             $395
                                            ==============================      ==============================

Per Ounce Costs
     Cash Operating Costs (5)                       $245             $238               $242             $244
     Other Cash Costs (6)                              4                8                  5                8
                                            ------------------------------      ------------------------------
     Total Cash Costs                                249              246                247              252
     Noncash Costs  (7)                               54               57                 54               55
                                            ------------------------------      ------------------------------
     Total Production Costs                         $303             $303               $301             $307
                                            ==============================      ==============================



<FN>
(1)  Homestake  increased  its  interest in the Pinson mine from 26.3% to 50% in
     December 1996.

(2)  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 72 ounces and 74 ounces of silver
     equals one ounce of gold for the three months ended June 30, 1997 and 1996,
     respectively,  and 71 and 73 ounces of silver  equals one ounce of gold for
     the six months  ended June 30,  1997 and 1996,  respectively.  Eskay  Creek
     production  includes 56,500 (51,700 in 1996) ounces of gold and 3.2 million
     (3.2 million in 1996) ounces of silver contained in ore sold to smelters in
     the second  quarter  and  110,900  (111,700  in 1996)  ounces of gold and 6
     million  (6  million  in 1996)  ounces of silver  contained  in ore sold to
     smelters in the year-to-date period.

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

(4)  Includes  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.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations totaled $91.6 million during the first six months of
1997  compared to $109.3  million  during the first six months of 1996.  Working
capital at June 30, 1997 amounted to $292 million,  including $251.6 in cash and
equivalents and short-term  investments. 

Capital  additions  of $63.1  million for the first half of 1997  include  $30.9
million  for  construction  and  development  work at the Ruby Hill  mine,  $8.3
million at the Round  Mountain  mine  primarily  for a new mill to  process  the
higher-grade sulfide material,  $7.3 million at the Homestake mine primarily for
a tailings dam lift and  improvements  at the underground  operations,  and $6.3
million at the



                                       13

<PAGE>
            HOMESTAKE MINING COMPANY AND SUBSIDIARIES



Kalgoorlie  operations  primarily  for a decline from surface and a  ventilation
raise at the Mt. Charlotte mine.

On March 10, 1997 Santa Fe terminated its previously  announced merger agreement
with  Homestake and paid Homestake a $65 million  termination  fee. As a result,
the Company  recorded a pretax gain of $62.9 million  ($47.2 million after tax),
net of merger-related expenses of $2.1 million incurred in 1997.

Construction of the Ruby Hill mine near Eureka,  Nevada,  commenced  immediately
after final  permits  were  received in  February  of this year.  Production  is
scheduled to begin in the fourth quarter of 1997.  Homestake estimates that Ruby
Hill  production  will be  approximately  14,000  ounces in 1997,  increasing to
between  105,000 and 110,000  ounces in 1998 at an estimated  total cash cost of
$140 per ounce.

In February  1997,  Homestake  completed the sale of its interests in the George
Lake and Back River joint  ventures in Canada to Arauco for $9.3 million in cash
and 3.6 million shares of Arauco common stock. As a result of this  transaction,
the Company  recorded a pretax gain of $13.5  million  ($8.1 million after tax),
which is included in other income.

The Company has a United States/Canadian/Australian cross-border credit facility
providing a total  availability  of $275 million.  The Company pays a commitment
fee of 0.15%  per annum on the  unused  portion  of this  facility.  The  credit
facility is available  through  September  2001 and provides for  borrowings  in
United States,  Canadian,  or Australian  dollars,  or gold, or a combination of
these.  The credit agreement  requires a minimum  consolidated net worth of $500
million. In June 1997, HGAL borrowed $3.7 million under this agreement.

In February  1997,  the Company  paid a cash  dividend of 5 cents per share.  In
March 1997, the Company  reduced its annual  dividend rate to 10 cents per share
from 20 cents per share and declared a semi-annual dividend of 5 cents per share
which was paid in May 1997.

In April 1997, the Company filed a shelf registration  statement (effective date
- April 21, 1997) with the Securities and Exchange  Commission for the potential
sale of up to 20 million shares of Homestake common stock. The proceeds from any
such offering  would be available for general  corporate  purposes,  which could
include capital  expenditures,  repayment of debt and future  acquisitions which
have the  potential  to add to the  Company's  gold  reserves  and  future  gold
production.

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



                                       14
<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Part II - OTHER INFORMATION

Item 1 - Legal Proceedings

On July 23, 1997, the Company received a letter from the Mountain-Prairie Region
of the United States Fish and Wildlife  Service stating that the "Department [of
the Interior] intends to file suit,  subject to final approval by the Department
of  Justice,  against  your  company to recover  natural  resource  damages  and
assessment  costs" in  respect  of  Whitewood  Creek,  South  Dakota,  under the
Comprehensive Environmental Response,  Compensation and Liability Act, the Clean
Water Act and other  applicable  laws.  The letter  stated  that  other  federal
agencies may  participate  in such  litigation and also stated that the Cheyenne
River Sioux Tribe intended to file such an action.  The letter invited Homestake
to participate in discussions  with the Department of the Interior and the Tribe
over the next 60 days and indicated  that absent an agreement,  "the  Department
intends to request  that the  Department  of Justice  file a lawsuit for natural
resource  damages  against  Homestake  upon the  expiration of the 60-day notice
period."

Whitewood Creek was a site where mining  companies  operating in the Black Hills
of South Dakota,  including  Homestake,  discharged mining tailings beginning in
the nineteenth  century.  The stream was legally designated as a disposal stream
for mine tailings and for disposal of raw sewage and other  municipal  waste. In
response to changes in legal  requirements,  Homestake  ceased  discharging mine
tailings  into  Whitewood  Creek  and for  many  years  the  Homestake  mine has
impounded all mine tailings that are not redeposited in the mine.

As previously  reported in the Company's  Form 10-K Annual  Reports,  an 18-mile
stretch of land along  Whitewood  Creek on which  tailings  were  deposited  was
designated  as a  superfund  site and  placed on the  National  Priorities  List
("NPL") in 1983.  During the period from 1982 through 1990 extensive  studies of
the   superfund   site  were   conducted  to  identify  any  public  health  and
environmental  issues related to the site and appropriate  remedial  action.  In
August   1990, Homestake  Mining Company of California ("HMCC") signed a consent
decree with the United States Environmental  Protection Agency ("EPA") in United
States of America v. Homestake  Mining Company of  California,  U.S. Dist.  Ct.,
W.D.S.D.,  Civ.  Action No. 90-5101.  Under the Consent  Decree,  HMCC conducted
remedial  work at its  expense  and also  reimbursed  the EPA for its  oversight
costs.  Remedial  field work was completed in 1993. The decree also provided for
the three  counties  in which the  property  is located  to enact  institutional
controls  which would limit the future use of the property  included  within the
area of the  superfund  site.  Institutional  controls were adopted in all three
counties.  In addition,  HMCC offered to purchase all properties along Whitewood
Creek that were affected by the institutional controls. Approximately $3 million
has been spent to date to acquire property along Whitewood Creek and the Company
estimates  that the total  cost for  purchasing  all of the  remaining  affected
property would be an additional $3 million.

The  Consent  Decree  was  terminated  by the Court on  January  10,  1996.  The
Whitewood  Creek  site was  deleted  from the NPL on  August  13,  1996.  In the
deletion  notice,  the EPA stated that "EPA, in  consultation  with the State of
South  Dakota,  have  determined  that the Site poses no  significant  threat to
public health or the environment."

In the opinion of management,  there is no basis for a natural  resource  damage
claim  against  HMCC,  and the Company does not believe that  resolution  of the
above matters will have a material effect on the business or financial condition
or results of operations of the Company.



                                       15
<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Item 4 - Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders held on July 25, 1997,  shareholders voted
on and  approved  (i) the  election of four Class I directors to serve until the
2000 Annual  Meeting  and one Class III  director to serve until the 1999 Annual
Meeting,  and (ii) the  appointment of Coopers & Lybrand  L.L.P.  as independent
auditors for 1997. Shareholder votes were as follows:

(i)  Election of four Class I directors and one Class III director:

                                             Votes For         Votes Withheld
                                             ---------         --------------
      Class I Directors
      -----------------
        M. Norman Anderson                  109,134,376              2,025,323
        Robert H. Clark, Jr.                109,162,654              1,997,045
        Douglas W. Fuerstenau               109,114,076              2,045,623
        Jeffrey L. Zelms                    109,072,062              2,087,637

      Class III Director
      ------------------
        Richard R. Burt                     108,645,047              2,514,652

     In  addition  to the  aforementioned  directors,  the  following  directors
     continued  in  office:   Harry  M.  Conger,  G.  Robert  Durham,  Henry  G.
     Grundstedt, John Neerhout, Jr., Stuart T. Peeler, Carol A. Rae, and Jack E.
     Thompson.  On July 25, 1997,  William A.  Humphrey,  Robert K. Jaedicke and
     Berne A. Schepman retired as directors.

(ii) Approval of the appointment of Coopers & Lybrand L.L.P. as independent 
     auditors:

                Votes For            Votes Against                Abstain
                ---------            -------------                -------
              110,078,888                  368,502                712,309


Item 5 - Other Information

(a)      Amendment to Bylaws

         On  July 24,  1997  the  Board  of  Directors  reduced  the  number  of
         directors from 13 to 12. See Exhibit 3.4 filed herewith.

(b)      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 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 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,  reserve  estimates,  assumptions
         regarding ground conditions and physical  characteristics  of ore (such
         as hardness  and  metallurgical  characteristics),  expected  rates



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           HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

         See the  Company's  Form 10-K Report for the year ended  December  31,
         1996, Part IV, "FORWARD LOOKING  STATEMENTS" and "RISK FACTORS," for a
         more detailed  discussion of factors that may impact  expected  future
         results.


Item 6.

(a)      Exhibits                                              Method of Filing
         --------                                              ----------------

         3.4 -  Bylaws (as amended through July 24, 1997),      Filed herewith
                reducing the number of directors from           electronically
                13 to 12.                                           

         11  -  Computation of Earnings Per Share               Filed herewith
                                                                electronically

         27  -  Financial Data Schedule                         Filed herewith
                                                                electronically

(b)      Reports on Form 8-K

         Two reports on Form 8-K were filed  during the  quarter  ended June 30,
         1997.

         The  report on Form 8-K dated May 21,  1997 was  submitted  in order to
         file the Registrant's Bylaws (as amended through May 13, 1997).

         The report on Form 8-K dated June 18,  1997 was  submitted  in order to
         file to file the First Amendment and Waiver to Credit  Agreement dated
         as of April 3, 1997.




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<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:  August 13, 1997                      By /s/David W. Peat
       ---------------                         ------------------
                                               David W. Peat
                                               Vice President and Controller
                                               (Chief Accounting Officer)   




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