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 March 31, 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 May 1,  1997  was
146,728,000.


                                     


<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>
                                                                            March 31,             December 31,
                                                                               1997                   1996
                                                                        ----------------       -----------------
<S>                                                                      <C>                    <C>
ASSETS
Current assets
    Cash and equivalents                                                 $      154,607         $        89,599
    Short-term investments                                                      115,202                 130,158
    Receivables                                                                  46,819                  47,650
    Inventories:
       Finished products                                                         22,367                  21,132
       Ore and in process                                                        45,890                  39,980
       Supplies                                                                  29,522                  30,015
    Deferred income and mining taxes                                             12,263                  12,263
    Other                                                                         8,093                   8,551
                                                                        ----------------       -----------------
       Total current assets                                                     434,763                 379,348
                                                                        ----------------       -----------------

Property, plant and equipment - at cost                                       2,005,121               1,970,300
    Accumulated depreciation, depletion and amortization                     (1,004,822)               (963,270)
                                                                        ----------------       -----------------
       Property, plant and equipment - net                                    1,000,299               1,007,030
                                                                        ----------------       -----------------

Investments and other assets
    Noncurrent investments                                                       34,722                  39,606
    Other assets                                                                 46,947                  56,124
                                                                        ----------------       -----------------
       Total investments and other assets                                        81,669                  95,730
                                                                        ----------------       -----------------
Total Assets                                                             $    1,516,731         $     1,482,108
                                                                        ================       =================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable                                                     $       37,713         $        36,171
    Accrued liabilities:
       Payroll and other compensation                                            22,794                  23,085
       Reclamation                                                                9,927                  10,055
       Other                                                                     15,799                   9,034
    Income and other taxes payable                                               22,709                  38,386
                                                                        ----------------       -----------------
       Total current liabilities                                                108,942                 116,731
                                                                        ----------------       -----------------

Long-term liabilities
    Long-term debt                                                              185,000                 185,000
    Other long-term obligations                                                 122,952                 114,168
    Deferred income and mining taxes                                            202,733                 201,454
                                                                        ----------------       -----------------
       Total long-term liabilities                                              510,685                 500,622
                                                                        ----------------       -----------------

Minority interests in consolidated subsidiaries                                 100,585                  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                                                  649,791                 621,880
                                                                        ----------------       -----------------
       Total shareholders' equity                                               796,519                 768,552
                                                                        ----------------       -----------------
Total Liabilities and Shareholders' Equity                               $    1,516,731         $     1,482,108
                                                                        ================       =================
</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 March 31,
                                                                         1997                          1996
                                                                -----------------              ----------------
<S>                                                               <C>                            <C>
Revenues
       Gold and ore sales                                         $      164,213                 $     183,500
       Sulfur and oil sales                                                6,952                         8,423
       Interest income                                                     3,329                         4,096
       Gain on termination of Santa Fe merger                             62,925                          -
       Other income                                                       12,768                         6,789
                                                                -----------------              ----------------
                                                                         250,187                       202,808
                                                                -----------------              ----------------
Costs and Expenses
       Production costs                                                  118,114                       125,252
       Depreciation, depletion and amortization                           28,155                        26,329
       Administrative and general expense                                  9,561                         9,714
       Exploration expense                                                 8,335                         6,041
       Interest expense                                                    2,582                         2,647
       Other expense                                                         642                           233
                                                                -----------------              ----------------
                                                                         167,389                       170,216
                                                                -----------------              ----------------

Income Before Taxes and Minority Interests                                82,798                        32,592
Income and Mining Taxes                                                  (29,779)                      (13,860)
Minority Interests                                                        (3,159)                       (5,079)
                                                                -----------------              ----------------
Net Income                                                        $       49,860                 $      13,653
                                                                =================              ================


Net Income Per Share                                              $         0.34                 $        0.09
                                                                =================              ================

Average Shares Used in the Computation                                   146,682                       145,236
                                                                =================              ================

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

</TABLE>



See notes to condensed consolidated financial statements.


                                       3

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



C.  Condensed Statements of Consolidated Cash Flows (unaudited)
    -----------------------------------------------------------
    (In thousands)

<TABLE>
<CAPTION>

                                                                            Three Months Ended March 31,
                                                                             1997                      1996
                                                                      ---------------           ---------------
<S>                                                                    <C>                       <C>    
Cash Flows from Operations
    Net income                                                         $      49,860             $      13,653
    Reconciliation to net cash provided by operations:
       Depreciation, depletion and amortization                               28,155                    26,329
       Gains on asset disposals                                              (13,575)                     (769)
       Deferred taxes, minority interests and other                           18,273                     9,630
       Effect of changes in operating working capital items                  (16,267)                   11,807
                                                                      ---------------           ---------------
    Net cash provided by operations                                           66,446                    60,650
                                                                      ---------------           ---------------

Investment Activities
    Decrease (increase) in short-term investments                             14,956                   (51,206)
    Additions to property, plant and equipment                               (22,806)                   (9,604)
    Proceeds from asset sales                                                  9,425                    11,484
    Purchase of HGAL minority interests                                         -                       (6,458)
    Other                                                                        881                       821
                                                                      ---------------           ---------------
    Net cash provided by (used in) investment activities                       2,456                   (54,963)
                                                                      ---------------           ---------------

Financing Activities
    Common shares issued                                                         781                     1,738
    Dividends paid                                                            (7,334)                   (7,403)
    Other                                                                      2,659                      -
                                                                      ---------------           ---------------
    Net cash used in financing activities                                     (3,894)                   (5,665)
                                                                      ---------------           ---------------

Net increase in cash and equivalents                                          65,008                        22

Cash and equivalents, January 1                                               89,599                   145,957
                                                                      ---------------           ---------------
Cash and equivalents, March 31                                         $     154,607             $     145,979
                                                                      ===============           ===============

</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,
         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.       On March 10,  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.       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), which
         is included in other income.

4.       During the  three  months  ended March 31,  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.

5.       In 1995, Homestake made an  unconditional offer 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  newly issued  shares of the  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 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.

6.       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.

                                       5

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


         At  March  31,  1997  the  Company  had  forward   currency   contracts
         outstanding as follows:
<TABLE>
<CAPTION>
                                                Weighted-Average Exchange
                    Amount Covered              Rates to U.S. Dollars               Expiration
Currency              (U.S. Dollars)        Put Options      Call Options             Dates
-------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>              <C>                   <C> 
Canadian                    $151,950            0.72             0.77                  1997
Canadian                      67,200            0.73             0.77                  1998
Australian                    83,450            0.77             0.80                  1997
Australian                    27,400            0.76             0.79                  1998
                        -------------
                            $330,000
</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. Gold sales for the
         first quarter of 1997 include sales under this program of 30,000 ounces
         at an average price of $380 per ounce. Gold sales for the first quarter
         of 1996 include sales under the now-completed Nickel Plate mine forward
         sales program of 21,900 ounces at an average price of $415 per ounce.

         At March 31,  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                              90,100                         $387
      1998                             120,000                          399
      1999                             109,900                          415
      2000                              85,100                          430
      2001                              85,000                          446
      2002                              85,000                          463
      2003                              75,000                          481
                                  -------------
                                       650,100
</TABLE>

8.       In February  1997,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards  No. 128,  "Earnings  Per
         Share" ("SFAS 128"). 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.

                                       6

<PAGE>

         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 March 31,
         1997  the  Company  had  received  $17.1  million  from the DOE and the
         accompanying  balance  sheet at March 31, 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 March
         31, 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.

         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.


                                       7

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------
(Unless  specifically  stated otherwise,  the following  information  relates to
amounts included in the consolidated  financial statements without reduction for
minority interests.)

RESULTS OF OPERATIONS

Homestake  recorded  net income of $49.9  million  or $.34 per share  during the
first  quarter of 1997 compared to net income of $13.7 million or $.09 per share
during  the first  quarter  of 1996.  The  increase  in first  quarter  earnings
primarily is  attributable  to after-tax  gains of $47.2 million  ($62.9 million
pretax)  or $.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 $.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 first quarter of 1996 included an after-tax gain of $4.9 million
($5.5 million pretax) from a litigation recovery.

Excluding the effect of nonrecurring  items,  the Company incurred a net loss of
$5.4  million or $.04 per share from  operations  during the 1997 first  quarter
compared to net income of $8.8  million or $.06 per share  during the 1996 first
quarter.  The lower 1997 earnings  primarily are attributable to a $48 per ounce
decrease  in the  average  realized  gold  price  received,  higher  exploration
expenses and increased  depreciation and amortization expense resulting from the
acquisitions  of  additional  interests in Homestake  Gold of Australia  Limited
("HGAL") and in the Snip mine.

Gold  production  for the 1997 first  quarter of 488,500  ounces was  relatively
unchanged from the 1996 first quarter production of 488,100 ounces. Gold and ore
sales for the first  quarter of 1997  decreased  by 11% to $164.2  million  from
$183.5  million  during the first quarter of 1996  reflecting  the lower average
realized gold price.  During the first three months of 1997,  484,700 equivalent
ounces of gold were sold at an average realized price of $353 per ounce compared
to 486,000  equivalent  ounces of gold sold at an average realized price of $401
per ounce during the first three months of 1996.

Domestic  production  decreased  slightly  to  179,700  ounces  during the first
quarter of 1997 from 188,400  ounces during the first quarter of 1996  primarily
due to lower production at the McLaughlin mine in northern California, partially
offset by  higher  production  at the  Round  Mountain  mine in  Nevada.  At the
McLaughlin  mine,  production  of 31,600 ounces during the first quarter of 1997
compares to 54,100 ounces  produced  during the prior year's first  quarter.  In
June 1996, mining operations were completed.  Lower-grade  stockpiled ore is now
being treated through a conventional  carbon-in-leach  circuit. Total cash costs
decreased  to $244 per ounce  during the 1997 first  quarter from $279 per ounce
during the 1996 first quarter,  primarily  reflecting  lower unit milling costs.
Homestake's  share of production at the Round  Mountain mine  increased by 8,200
ounces to 28,100  ounces  during the first  quarter of 1997 from  19,900  ounces
produced  during the first  quarter of 1996.  Increased  tonnages were placed on
both the dedicated and reusable  leach pads and solution  capacity was increased
on the dedicated pads. As a result,  total cash costs declined to $236 per ounce
during the 1997 first quarter from $288 per ounce during the 1996 first quarter.
An 8,000  tons-per-day  gravity mill is under  construction at Round Mountain to
process  higher-grade  ores.  It is  expected to be in  operation  in the fourth
quarter of 1997. At the Homestake mine, gold production during the first quarter
of 1997 increased slightly to 106,400 ounces from 105,300 ounces produced during
the first quarter of 1996.  Total cash costs were $316 per ounce during the 1997
first  quarter  compared  to $291  per  ounce  during  the 1996  first  quarter,
reflecting lower underground ore grades as a result of higher dilution,  a lower
gold  recovery  rate,   higher   milling  costs  and  ore  stockpile   valuation
adjustments.



                                       8

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



Total foreign gold production during the first three months of 1997 increased by
3% to 308,800  equivalent  ounces over the comparable period for the prior year,
primarily due to production  increases at the Snip and Williams  mines in Canada
and at the Kalgoorlie  operations in Western  Australia,  partially  offset by a
slight  decline at the Eskay Creek mine in British  Columbia  and the absence of
production at the Nickel Plate mine in British Columbia, which ceased operations
last October.

Homestake's  share of  production  at the Snip mine  increased to 28,200  ounces
during the 1997 first quarter from 11,800 ounces during the 1996 first  quarter.
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's  Ltd.'s  ("Cominco")  60%  interest  in this mine for  $39.3  million.
Excluding the effects of the purchase of Cominco's  60% interest,  production at
the Snip mine decreased by 4%, reflecting lower tons milled, partially offset by
higher ore grades.  Total cash costs  increased  from $185 per ounce  during the
first  quarter  of 1996 to $204 per  ounce  during  the first  quarter  of 1997,
primarily  due to  increased  mining  in  conventional  stopes  rather  than  in
lower-cost  mechanized  stopes.  The Williams mine  produced  51,400 ounces at a
total cash cost of $234 per ounce during the first  quarter of 1997  compared to
43,600  ounces  produced at a total cash cost of $272 per ounce during the first
quarter of 1996. In 1996,  problems related to ground control and weather led to
a shortfall in tons milled and lower ore grades.  Mill throughput and ore grades
returned  to more  normal  levels in 1997.  Production  at the Eskay  Creek mine
declined slightly from 99,400 gold equivalent ounces during the first quarter of
1996 to  94,600  gold  equivalent  ounces  during  the  first  quarter  of 1997,
reflecting an expected decline in silver grades, partially offset by an increase
in tons shipped.  Total cash costs,  including  transportation  and  third-party
smelter  costs,  were $165 per  equivalent  ounce during the 1997 first  quarter
compared to $162 per equivalent ounce during the 1996 first quarter. Prime plans
to construct a  gravity/flotation  mill with a capital cost of $12 million which
will improve  profit  margins on ore currently  shipped  directly to third-party
smelters and allow for the  processing of  additional  ore that is not presently
economic. Pending regulatory approval,  construction of the mill facility at the
Eskay Creek site will begin in July 1997 with completion scheduled in the fourth
quarter of 1997.

HGAL's share of production  at the  Kalgoorlie  operations in Western  Australia
totaled  108,300 ounces during the first three months of 1997 compared to 90,200
ounces  during  the first  three  months of 1996.  The  increase  in  production
reflects a 16% increase in ore grades and a 13%  increase in tons milled.  Total
cash costs  decreased to $273 per ounce during the 1997 first  quarter from $305
per ounce during the 1996 first  quarter.  In February  1997,  development  work
commenced  on a 1.6-mile  decline  from surface to the northern end of the Super
Pit.  This decline will  provide  access to the upper level  remnants of the Mt.
Charlotte  underground mine's northern orebody. The decline is estimated to cost
$6 million and is scheduled for completion in the first quarter of 1998.

The Company's  consolidated  total cash cost per equivalent  ounce decreased to 
$245 during the 1997 first quarter from $258 during the 1996 first quarter.

The Company's  share of revenues at the Main Pass 299  operations in the Gulf of
Mexico  totaled $7 million  during the first  quarter of 1997  compared  to $8.4
million during the first quarter of 1996, and operating  losses were $.6 million
during the 1997 first  quarter  compared  to  operating  earnings of $.3 million
during the first quarter of 1996.  The 1997 results  reflect lower sulfur prices
and sales, partially offset by higher oil prices.

At March 31, 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


                                       9

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


(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 April 1997, the Company realized a price of $60 per ton, during
the quarter ended March 31, 1997,  the Company  realized a price of $58 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 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.

The Company's  general policy is to sell its gold  production at current prices.
However,  in certain  circumstances,  the Company will enter into forward  sales
commitments.  In the  fourth  quarter  of 1996,  the  Company  sold  for  future
delivery,  at an average price of $426 per ounce,  680,100 ounces of the gold it
expects to produce from the McLaughlin mine stockpiles  through 2003. Gold sales
for the first  quarter of 1997 include sales under this program of 30,000 ounces
at an  average  price of $380 per ounce.  At March 31,  1997  forward  sales for
650,100  ounces at an average  price of $427 per ounce remain  outstanding.  The
Company's gold hedging policy is subject to review and could change.

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 March  31,  1997 the  Company  had a net
unrealized loss of $.5 million on open contracts under this program.

Other income for the first three months of 1997 includes a $13.5 million gain on
sale of the George  Lake/Back  River joint  venture  interests and a net foreign
currency exchange loss of $1.7 million.  Other income for the first three months
of 1996 includes $2.9 million related to a litigation recovery and a net foreign
currency exchange gain of $1 million.

Depreciation,  depletion  and  amortization  expense  increased to $28.2 million
during the 1997 first  quarter from $26.3  million  during the first  quarter of
1996. The increase primarily is due to additional amortization at the Kalgoorlie
operations as a result of increased  production and the higher amortization rate
related to the purchase by HGAL of the  disproportionate  sharing arrangement at
Kalgoorlie  and higher  depreciation  related to the purchase of  Cominco's  60%
interest in the Snip mine.

Exploration  expense for the first three months of 1997 increased by 38% to $8.3
million  during  the first  quarter  of 1997 from $6  million  during  the first
quarter of 1996,  primarily  due to  increased  activity as the Company  pursues
numerous prospective  exploration targets and prospects.  The Company expects to
spend at least $42 million for exploration in 1997.


                                       10

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Income and mining tax  expense  for the  quarter  ended March 31, 1997 was $29.8
million  compared to $13.9  million for the quarter  ended March 31,  1996.  The
increase  reflects taxes of $15.7 million  provided on the break-up fee received
from Santa Fe upon termination of Homestake's merger agreement with Santa Fe. In
addition,  a $2.6 million  credit was recorded  during the first quarter of 1996
with respect to a litigation  recovery relating to previously paid income taxes.
The  Company's  income and  mining  tax rate was 36% in the 1997  first  quarter
compared to 43% in the 1996 first quarter. The Company's  consolidated effective
income and mining tax rate will fluctuate  depending on the  geographical mix of
pretax income, and is expected to be higher throughout the remainder of 1997.

Minority interests in the income of consolidated  subsidiaries decreased to $3.2
million  during  the first  quarter of 1997 from $5.1  million  during the first
quarter of 1996. The decrease is primarily  attributable  to lower income due to
lower gold prices and  exploration  expenses  incurred during the quarter by the
Company's 51%-owned subsidiary,  Agua de la Falda S.A., which was formed in July
1996.

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                    Total Cash Costs
                                             (Ounces in thousands)            (Dollars per ounce)

                                               Three Months Ended              Three Months Ended
                                                     March 31,                        March 31,
Mine (Percentage interest)                       1997           1996             1997           1996
-------------------------                 ---------------------------      --------------------------
<S>                                             <C>            <C>               <C>            <C> 
Homestake (100)                                 106.4          105.3             $316           $291
McLaughlin (100)                                 31.6           54.1              244            279
Round Mountain (25)                              28.1           19.9              236            288
Pinson (50) (1)                                   6.4            2.2              312            464
Marigold (33)                                     7.2            6.9              229            241
                                          ------------    -----------
    Total United States                         179.7          188.4

Eskay Creek (100) (2,3)                          94.6           99.4              165            162
Williams (50)                                    51.4           43.6              234            272
David Bell (50)                                  23.0           22.8              194            190
Quarter Claim (25)                                2.8            2.8              175            168
Snip (100) (3,4)                                 28.2           11.8              204            185
Nickel Plate (100)                                -             26.7               -             328
                                          ------------    -----------
     Total Canada                               200.0          207.1

Kalgoorlie, Australia (50)                      108.3           90.2              273            305

El Hueso, Chile (100)                             0.5            2.4              310            242
                                          ------------    -----------

Total Production                                488.5          488.1             $245           $258
Less Minority Interests                         (60.6)         (54.9)
                                          ------------    -----------
Homestake's Share                               427.9          433.2
                                          ============    ===========
</TABLE>

                                       11

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                      March 31,
Per Ounce of Gold                                               1997             1996
-----------------                                         ----------------------------
<S>                                                             <C>              <C> 
Revenue                                                         $353             $401
                                                          ============================

Per Ounce Costs
     Cash Operating Costs (5)                                   $239             $251
     Other Cash Costs (6)                                          6                7
                                                          ----------------------------
     Total Cash Costs                                            245              258
     Noncash Costs  (7)                                           54               54
                                                          ----------------------------
     Total Production Costs                                     $299             $312
                                                          ============================

<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 70 ounces and 72 ounces of silver
     equals  one  ounce  of  gold  in the  first  quarters  of  1997  and  1996,
     respectively.  Eskay  Creek  production  includes  54,300  (59,900 in 1996)
     payable ounces of gold and 2.8 million (2.8 million in 1996) payable ounces
     of silver contained in ore sold to smelters.

(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.

</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Cash  provided by operations  totaled $66.4 million  during the first quarter of
1997 compared to $60.7 million during the first quarter of 1996. The increase in
cash provided by operations  includes the termination fee received from Santa Fe
upon  termination  of  Homestake's  merger  agreement  with  Santa Fe.  This was
partially offset by an increase of $36 million in payments for income and mining
taxes,  primarily  payments made in the first quarter of 1997 related to Prime's
1996 taxable  income,  as well as the effect of the lower gold  prices.  Working
capital at March 31, 1997 amounted to $325.8 million,  including $270 million in
cash and equivalents and short-term investments.

Capital  additions of $22.8  million for the first  quarter of 1997 include $6.7
million  for  construction  and  development  work at the Ruby Hill  mine,  $4.6
million at the Round  Mountain  mine  primarily  for a new mill to  process  the
higher-grade  sulfide  material,  $3.7 million primarily for a tailings dam lift
and  improvements in the underground  operations at the Homestake mine, and $3.2
million at


                                       12

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


the 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.

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.

In February  1997,  Homestake  received  the final permit for the Ruby Hill mine
near Eureka,  Nevada.  Construction  has commenced and production is expected to
begin in the fourth  quarter of 1997.  Production is estimated at an annual rate
of 105,000-110,000  ounces per year at a total cash cost of $140 per ounce and a
total production cost of $258 per ounce.

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. No amounts have been borrowed under this credit 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
payable in May 1997.

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

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.



                                       13

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Part II - OTHER INFORMATION
---------------------------

Item 5.
-------

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

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

Item 6.
-------

(a)     Exhibits                                            Method of Filing
                                                             ----------------
        11  -  Computation of Earnings Per Share             Filed herewith    
                                                             electronically

        27  -  Financial Data Schedule                       Filed herewith
                                                             electronically

                                       14

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


(b)      Reports on Form 8-K

         Eight  reports  on Form 8-K and three  reports on Form 8-K/A were filed
         during the quarter ended March 31, 1997.

              The report on  Form 8-K dated  February 3, 1997 was  submitted  in
              order to file a Press  Release  announcing  the 1996  year-end ore
              reserves  and  mineralized  material for  Homestake's  50.6%-owned
              subsidiary, Prime Resources Group Inc.("Prime").

              The report on  Form 8-K dated  February 7, 1997 was  submitted  in
              order to file a Press Release announcing  Homestake's earnings for
              the quarter ending December 31, 1996.

              The reports on  Form 8-K/A dated  February 3, 1997 and February 7,
              1997 were  submitted in order to file the  following:  (a) text of
              News Release  Correction issued by Homestake on February 14, 1997,
              and (b) text of News  Release  Correction  issued by  Homestake on
              February 18, 1997.

              The report on Form 8-K dated  February  10, 1997 was  submitted in
              order to file a Press  Release  announcing  that the  Company  had
              received  permits to develop  the West  Archimedes  orebody at the
              Ruby Hill mine.

              The report on Form 8-K dated  February  28, 1997 was  submitted in
              order to file a Press  Release  announcing  that Prime  received a
              positive  feasibility  study  for the  construction  of a  gravity
              flotation processing facility at the Eskay Creek mine.

              The  report  on Form  8-K/A  dated  March 6, 1997  announced  that
              Homestake  and  GeoBiotics,  Inc.  had  entered  into a  strategic
              alliance to develop biooxidation technology.

              The  following  reports on Form 8-K  relate to the now  terminated
              proposed merger with Santa Fe:

              The report on Form 8-K dated  January  15, 1997 was  submitted  in
              order to file the  following:  (a) letter  dated  January 14, 1997
              from Homestake to Santa Fe shareholders,  (b) letter dated January
              14,  1997  from  Homestake  to  Homestake  shareholders,  and  (c)
              Homestake  management slide presentation to Homestake and Santa Fe
              shareholders.

              The report on Form 8-K dated January 21, 1997  announced  that the
              proposed  acquisition of Santa Fe had cleared government antitrust
              review.

              The report on  Form 8-K dated February 27, 1997 announced that the
              Company was advised of the  Securities  and Exchange  Commission's
              decision  that the  payment by Santa Fe of a  break-up  fee of $65
              million to Homestake would not prevent Newmont Mining Company from
              using pooling of interests  accounting treatment in any subsequent
              acquisition of Santa Fe.

              The report on Form 8-K dated March 10, 1997  announced  that Santa
              Fe had terminated its previously  announced  merger agreement with
              Homestake  and,  as  a  result,   paid  Homestake  a  $65  million
              termination break-up fee.


                                       15


<PAGE>


                   HOMESTAKE MINING COMPANY AND SUBSIDIARIES


                                   SIGNATURES


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




                                           HOMESTAKE MINING COMPANY




Date:  May 13, 1997                      By /s/ Gene G. Elam
       ------------                         -----------------
                                            Gene G. Elam
                                            Vice President, Finance and
                                            Chief Financial Officer





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


                                       16