UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


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


               For the Quarterly Period Ended September 30, 1995


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

               For the transition period from _______ to ________

                          Commission File Number 1-8736


                            HOMESTAKE MINING COMPANY


                             A Delaware Corporation

                   IRS Employer Identification No. 94-2934609


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



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

                           Yes        X                       No  
                                  ________                       ______ 


The number of shares of common  stock  outstanding  as of October  31,  1995 was
137,959,336.


                                     Page 1
<PAGE>



                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



PART 1 - FINANCIAL INFORMATION
------------------------------

Item 1.  Financial Statements
-----------------------------

A.  Condensed Consolidated Balance Sheets (unaudited)
    -------------------------------------
    (In thousands, except per share amount)
<TABLE>
<CAPTION>

                                                                                September 30,     December 31,
                                                                                    1995              1994
                                                                                 -------------   -------------
<S>                                                                                <C>            <C>    
ASSETS
Current assets
    Cash and equivalents .......................................................   $   131,869    $   105,701
    Short-term investments .....................................................       107,827         99,479
    Receivables ................................................................        58,688         58,994
    Inventories:
       Finished products .......................................................        12,925         15,004
       Ore and in-process ......................................................        27,903         26,889
       Supplies ................................................................        29,602         29,822
    Other ......................................................................         9,226          6,910
                                                                                   -----------    -----------
       Total current assets ....................................................       378,040        342,799
                                                                                   -----------    -----------

Property, plant and equipment - at cost ........................................     1,638,963      1,579,502
    Accumulated depreciation, depletion and amortization .......................      (844,078)      (771,281)
                                                                                   -----------    -----------
       Property, plant and equipment - net .....................................       794,885        808,221
                                                                                   -----------    -----------

Investments and other assets
    Noncurrent investments .....................................................        36,883         15,774
    Other assets ...............................................................        29,672         35,174
                                                                                   -----------    -----------
       Total investments and other assets ......................................        66,555         50,948
                                                                                   -----------    -----------
Total Assets ...................................................................   $ 1,239,480    $ 1,201,968
                                                                                   ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
    Accounts payable ...........................................................   $    31,453    $    35,674
    Accrued liabilities:
       Payroll and other compensation ..........................................        21,051         22,178
       Reclamation .............................................................        11,546         15,266
       Other ...................................................................        18,235         16,694
    Income and other taxes payable .............................................         6,569          7,083
                                                                                   -----------    -----------
       Total current liabilities ...............................................        88,854         96,895
                                                                                   -----------    -----------

Long-term liabilities
    Long-term debt .............................................................       185,000        185,000
    Other long-term obligations ................................................       116,625        110,719
                                                                                   -----------    -----------
       Total long-term liabilities .............................................       301,625        295,719
                                                                                   -----------    -----------

Deferred income and mining taxes ...............................................       153,634        136,274
Minority interests in consolidated subsidiaries ................................        98,804         84,310

Shareholders' equity
    Capital stock, $1 par value per share:
       Preferred - 10,000  shares  authorized;  no shares  outstanding  
       Common - 250,000 shares authorized; shares outstanding:
         1995 - 137,954; 1994 - 137,785 ........................................       137,954        137,785
    Other shareholders' equity .................................................       458,609        450,985
                                                                                   -----------    -----------
       Total shareholders' equity ..............................................       596,563        588,770
                                                                                   -----------    -----------
Total Liabilities and Shareholders' Equity .....................................   $ 1,239,480    $ 1,201,968
                                                                                   ===========    ===========


</TABLE>

See notes to condensed consolidated financial statements.



                                        2


<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES


B.  Condensed Statements of Consolidated Income (unaudited)
    -------------------------------------------
    (In thousands, except per share amounts)

<TABLE>
<CAPTION>


                                                     Three Months Ended       Nine Months Ended
                                                        September 30,            September 30,
                                                    1995         1994        1995         1994
                                                  ---------   ----------  ----------    -----------
<S>                                              <C>          <C>          <C>          <C>
Revenues
      Gold and ore sales .....................   $ 164,176    $ 156,276    $ 502,301    $ 479,636
      Sulphur and oil sales ..................       9,334        7,322       31,701       17,918
      Interest income ........................       4,085        2,723       12,686        6,673
      Equity earnings ........................       1,223          812        1,684        2,312
      Gain on issuance of stock by subsidiary                                              11,224
      Other income (expense) .................       2,610         (142)       8,578       23,709
                                                 ---------    ---------    ---------    ---------
                                                   181,428      166,991      556,950      541,472
                                                 ---------    ---------    ---------    ---------
Costs and Expenses
      Production costs .......................     119,356      111,326      355,625      327,389
      Depreciation, depletion and amortization      25,240       19,419       73,866       60,613
      Administrative and general expense .....       8,926        9,028       28,977       27,868
      Exploration expense ....................       7,221        6,943       19,387       14,944
      Interest expense .......................       2,551        2,345        8,324        7,872
      Other expense ..........................         404          390        2,155        6,154
                                                 ---------    ---------    ---------    ---------
                                                   163,698      149,451      488,334      444,840
                                                 ---------    ---------    ---------    ---------

Income Before Taxes and Minority Interest ....      17,730       17,540       68,616       96,632
Income and Mining Taxes ......................      (7,883)      (5,055)     (33,091)     (23,333)
Minority Interest ............................      (4,902)      (1,636)     (12,841)      (5,281)
                                                 ---------    ---------    ---------    ---------
Net Income ...................................   $   4,945    $  10,849    $  22,684    $  68,018
                                                 =========    =========    =========    =========

Net Income Per Share .........................   $    0.04    $    0.08    $    0.16    $    0.49
                                                 =========    =========    =========    =========

Average Shares Used in the Computation .......     137,949      137,742      137,891      137,717
                                                 =========    =========    =========    =========

Dividends Per Common Share ...................   $    0.05    $    0.05    $    0.15    $   0.125 
                                                 =========    =========    =========    =========


</TABLE>


See notes to condensed consolidated financial statements.

                                        3

<PAGE>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES



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


                                                               Nine Months Ended September 30,
                                                                     1995         1994
                                                               -------------------------------
<S>                                                              <C>           <C>  
Cash Flows from Operations
      Net income .............................................   $  22,684    $  68,018
      Reconciliation to net cash provided by operations:
          Depreciation, depletion and amortization ...........      73,866       60,613
          Deferred taxes, minority interest and other ........      46,838       27,727
          Gain on disposals of assets ........................      (4,956)     (19,056)
          Gain on issuance of stock by subsidiary ............                  (11,224)
          Effect of changes in operating working capital items     (13,785)     (30,059)
                                                                 ---------    ---------
      Net cash provided by operations ........................     124,647       96,019
                                                                 ---------    ---------

Investment Activities
      Increase in short-term investments .....................      (8,348)     (80,431)
      Additions to property, plant and equipment .............     (58,142)     (56,116)
      Investment in Navan Resources plc ......................     (24,000)
      Proceeds from sales of assets ..........................      10,554       22,792
      Other ..................................................        (144)      (6,929)
                                                                 ---------    ---------
      Net cash used in investment activities .................     (80,080)    (120,684)
                                                                 ---------    ---------

Financing Activities
      Common shares issued ...................................       2,286        4,928
      Dividends paid .........................................     (20,685)     (17,216)
      Debt repayments ........................................                   (8,352)
      Stock issued by subsidiary .............................                   31,870
                                                                 ---------    ---------
      Net cash provided by (used in) financing activities ....     (18,399)      11,230
                                                                 ---------    ---------

Net increase (decrease) in cash and equivalents ..............      26,168      (13,435)

Cash and equivalents, January 1 ..............................     105,701      134,719
                                                                 ---------    ---------

Cash and equivalents, September 30 ...........................   $ 131,869    $ 121,284
                                                                 =========    =========


</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,
         1994.

         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
         and 3, 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 June 1994,  Prime  Resources  Group Inc.  (Prime) sold five million
         common  shares at  approximately  $6.70 per share to the  public.  Net
         proceeds of  approximately  $31.9 million from this issue were used to
         fund a portion of the construction and development  costs of the Eskay
         Creek mine in Canada. This transaction  resulted in a reduction of the
         Company's  interest in Prime from 54.2% to 50.6%.  It is the Company's
         policy to recognize in the income statement any gains or losses on the
         issuance of stock of the Company's subsidiaries.  The Company recorded
         an $11.2 million gain in the second quarter of 1994 on the transaction
         in  recognition of the net increase in the book value of the Company's
         investment  in Prime.  Deferred  income taxes were not provided for on
         the gain since the Company's tax basis in Prime substantially  exceeds
         its carrying value.

3.       Other income for the nine months ended  September  30, 1995  includes a
         gain of $2.7 million on the  February  1995 sale of the  Company's  28%
         equity interest in the Torres silver mining complex. Proceeds from this
         sale totaled $6 million.

         Other income for the nine months ended  September  30, 1994  included a
         $15.7  million gain on the May 1994 sale of the  Company's 44% interest
         in the Dee mine to Rayrock  Mines,  Inc.  Total proceeds from this sale
         were $16.5 million.

         Other expense for the nine months ended  September 30, 1994 included a
         $5 million  accrual for  additional  estimated  reclamation  costs for
         non-operating properties.

4.       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.  Option contracts  outstanding as of September 30, 1995
         were as follows:

<TABLE>
<CAPTION>

                          Amount Covered          Exchange Rates to U.S. $              Expiration
Currency                  (U.S. Dollars)           Minimum         Maximum                 Date
------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>             <C>                 <C>   
Canadian                    $118,900,000            0.67            0.77                1995-1997
Australian                    49,900,000            0.68            0.76                1995-1996
                     --------------------
                            $168,800,000
</TABLE>

5.      In the fourth quarter of 1994, the Company  entered into forward sales
        for 183,200  ounces of gold it expected to produce at the Nickel Plate
        mine during 1995 and 1996. The purpose of the forward sales program is
        to allow for recovery of the  Company's  remaining  investment  in the
        mine and  provide for  estimated  reclamation  costs.  Results for the
        three and nine months ended  September  30, 1995  include  sales under
        this program of 22,500 ounces and 65,400 ounces at an average price of
        $400 per ounce and $394 per ounce, respectively. At September 30, 1995
        forward sales for 117,800 ounces at an average price of $421 per ounce
        remain  outstanding  under this program.  In October 1995, the Company
        closed out forward sales contracts covering 24,400 ounces for delivery
        in 1996.

                                        5


<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

6.       In July 1995,  the  Company  acquired  for $24  million a 10%  interest
         (fully-diluted) in Navan Resources plc (Navan) and an option to acquire
         50% of Navan's interest in the Chelopech  gold-copper mining operations
         located  45 miles  east of Sofia,  Bulgaria.  Navan is an Irish  public
         company with diverse mineral interests in Europe. The Company currently
         is conducting a study to determine the  feasibility  of increasing  the
         annual rate of production at the Chelopech  mine.  Once the feasibility
         study is completed,  the Company can acquire 50% of Navan's interest in
         the Chelopech operations by investing an additional $48 million,  which
         would be used to fund a portion of the cost of the expansion.

7.       The  Company's  income and mining  tax rate for the nine  months  ended
         September 30, 1995 was 48% compared to 24% for the comparable period of
         1994.  The 1994 rate was low due to the  availability  of  certain  tax
         benefits.  The  higher  effective  tax rates  experienced  in 1995 will
         continue as the tax benefits  available in 1994 have been  utilized and
         the  major   portion  of  the   Company's   current   earnings  are  in
         jurisdictions with higher income and mining tax rates.

         The Company's  deferred tax liability of $136.3 million at December 31,
         1994 was comprised of gross deferred tax  liabilities of $215.2 million
         less net deferred tax assets of $78.9 million. Deferred tax assets were
         net of deferred tax asset  valuation  allowances of $49.8 million.  The
         Company's  deferred tax valuation  allowances  represent the portion of
         its  consolidated  deferred tax assets which,  based on  projections at
         December 31, 1994,  the Company  does not believe that  realization  is
         more  likely than not.  The $49.8  million of  deferred  tax  valuation
         allowances  is  comprised  of  United   States,   Chile  and  Australia
         unrealizable  deferred tax assets of $29.2  million,  $16.4 million and
         $4.2 million, respectively.

         The largest portion of the $49.8 million of  unrealizable  deferred tax
         assets is  comprised of $23.0  million of future tax  benefits  (United
         States - $18.8  million  and  Australia  - $4.2  million)  relating  to
         expenses  (previously charged against  consolidated book earnings) that
         the Company  projects  will not be deductible  for tax return  purposes
         until after the year 2009. In projecting U.S. source income beyond this
         period,  the Company currently does not meet the "more likely than not"
         criteria required to recognize the U.S. tax benefit. In addition, there
         currently is not a tax strategy  which would result in the  realization
         of the Australian  benefit.  The remaining $26.8 million principally is
         comprised  of  future  tax  benefits  relating  to net  operating  loss
         carry-forwards in Chile and the United States that the Company projects
         it will be unable to utilize.

8.       In  1995, the Financial  Accounting  Standards Board  issued  Statement
         of Financial  Accounting Standards  No. (SFAS) 121, "Accounting for the
         Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to  be
         Disposed  Of." SFAS 121 requires  that  long-lived  assets  and certain
         identifiable intangibles be reviewed for impairment whenever  events or
         changes in circumstances indicate that the  carrying amount of an asset
         may not be  recoverable,  and,  if  deemed  impaired,  measurement  and
         recording  of an  impairment  loss  be based  on the fair  value of the
         asset which  generally will be computed  based  on the discounted  cash
         flows arising from  such asset.  The Company  expects to adopt SFAS 121
         for the  year  beginning  January  1, 1996.  Based on current  carrying
         values  and  estimated   undiscounted   cash  flows  of  the  Company's
         long-lived   assets,  the Company  currently does not expect any income
         statement impact upon adopting SFAS 121.

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.

         An  18-mile  stretch  of  Whitewood  Creek in the Black  Hills of South
         Dakota  is a site on the  NPL.  The EPA  asserted  that  discharges  of
         tailings by mining companies,  including the Company, for more than 100
         years have  contaminated  soil and water. In 1990, the Company signed a
         consent decree with the EPA requiring that the Company perform remedial
         work  on the  site  and  continue  long-term  monitoring.  The  on-site
         remedial  work has  been  completed.  The  Company  estimates  that the
         remaining  cost of  monitoring  required by the decree,  including  EPA
         oversight  costs,  will be less than $1 million.  The EPA has certified
         that the Company has fully performed  remedial  actions required by the
         decree.  The EPA also has notified the Company of its intention to move
         forward  with the  deletion of this site from the NPL,  and the Company
         expects deletion to occur in the near future.

                                        6


<PAGE>

                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

         The tailings facility at the Company's  discontinued  uranium mill near
         Grants, New Mexico, is a site on the NPL. The EPA asserted that leakage
         from the tailings  contaminated  a shallow  aquifer that served  nearby
         residential  subdivisions.  The Company paid the costs for installing a
         municipal  water  supply and  continues  to operate  an  injection  and
         collection  system that has  significantly  improved the quality of the
         aquifer  to a point  where  contaminates  off-site  are  below  natural
         background  levels.  The Company has decommissioned and disposed of the
         mills  and has  closed  the  tailings  impoundments  at the  site.  The
         estimated  costs of  continued  compliance  are included in the accrued
         reclamation  liability.  All EPA oversight costs for the site have been
         paid and no additional oversight costs are accruing.

         Title  X of  the  Energy  Policy  Act  of  1992  (the  Act)  authorized
         appropriations of $270 million to cover the Federal  Government's share
         of certain costs of  reclamation,  decommissioning  and remedial action
         for  byproduct  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 Company may submit  requests for  reimbursement  under the Act
         for 51.2% of the past and future costs of reclaiming the Grants site in
         accordance with the approved  reclamation  plan and Nuclear  Commission
         license requirements.  The Company estimates the total costs to reclaim
         the Grants  facility,  including costs incurred to date by the Company,
         will be $59.2 million.  The DOE's share of these  estimated  costs will
         amount  to  approximately   $30.2  million.   To  date,   Congress  has
         appropriated $83 million for disbursement in fiscal years 1994 and 1995
         to eligible licensees. In 1994, the Company submitted an initial claim,
         which has been  approved  by the DOE for $13.9  million,  for the DOE's
         share of past costs  incurred  through  December  31, 1993. A claim for
         $7.3 million was submitted in 1995 for 1994  expenditures.  The Company
         expects to file additional  claims on an annual basis for  expenditures
         made in the preceding year. The accompanying balance sheet at September
         30, 1995 includes a receivable of $11.4 million from the DOE for claims
         filed, net of $9.8 million  reimbursements  received through that date.
         The  Company  believes  that  its  reclamation   reserves  for  uranium
         operations  and  amounts  expected  to be  received  under  the Act are
         sufficient to provide for all reclamation costs for the Grants site.

         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.

         In  addition to the above,  the  Company is party to legal  actions and
         administrative  proceedings  and is  subject  to claims  arising in the
         ordinary  course of business.  The Company  believes the disposition of
         these matters will not have a material  adverse effect on its financial
         position or results of operations.

10.      On August 14, 1995 the Company  announced its intention to acquire the
         18.5%  of  Homestake  Gold of  Australia  Limited  (HGAL)  it does not
         already own.  Homestake's offer of .089 of a Homestake share or A$1.90
         in cash for each of the 109,605,000 HGAL shares held by the public was
         mailed to the HGAL  shareholders  on October 31, 1995. This offer will
         remain open until  December  5, 1995.  The offer is not subject to any
         minimum level of acceptance or any other condition. In accordance with
         Australian  securities  laws,  the  Company  intends  to  compulsorily
         acquire any minority shares of HGAL remaining following the offer. The
         Company will be entitled to compulsorily  acquire any remaining shares
         if it is  successful  in  acquiring  at least  90% of all HGAL  shares
         before  the close of the offer,  and at least 75% of the  shareholders
         have  disposed  of their HGAL shares to the Company or at least 75% of
         the HGAL shareholders,  registered immediately before the day on which
         the offering  document was served on HGAL,  cease to be  registered as
         HGAL shareholders within one month after the end of the offer period.

         The following Pro Forma  Condensed  Consolidated  Financial  Statements
         have been prepared to illustrate the estimated  effects of the proposed
         acquisition (the  "Acquisition") of the 109,605,000  shares of HGAL not
         presently owned by the Company.  The Acquisition  will be accounted for
         as a purchase  under U.S. GAAP.  The Pro Forma  Condensed  Consolidated
         Financial Statements include a Pro Forma Condensed Consolidated Balance
         Sheet as of September 30, 1995, assuming the Acquisition occurred as of
         that date,

                                        7

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES

         and a Pro Forma Condensed  Consolidated Statement of Operations for the
         nine months ended  September 30, 1995,  assuming  that the  Acquisition
         occurred on January 1, 1995.

         The Pro Forma Condensed Consolidated Financial Statements are presented
         utilizing  the  purchase  method  of  accounting  whereby  the  cost of
         acquiring  the  18.5%  of HGAL not  already  owned  by the  Company  is
         determined  by the value of the shares  and the cash which the  Company
         will exchange,  plus the direct costs  associated with the Acquisition,
         which are  estimated  to be  approximately  $3  million.  The Pro Forma
         Condensed Consolidated Financial Statements do not purport to represent
         what the  financial  position or results of operations  actually  would
         have been if the  Acquisition  had  occurred  at the  beginning  of the
         periods or to project the  financial  position or results of operations
         for any future date or period.

         The Pro Forma Condensed  Consolidated  Financial  Statements  should be
         read  in  conjunction  with  the  historical   consolidated   financial
         statements,  including the notes thereto, of the Company. The Pro Forma
         Condensed  Consolidated  Financial  Statements  also  include pro forma
         adjustments  which  are  based on  available  information  and  certain
         assumptions  that management of the Company  believes are reasonable in
         the  circumstances.  Such pro forma adjustments  reflect the effects of
         the  Acquisition  of all of the HGAL  shares not  already  owned by the
         Company, assuming 50% of HGAL shares are exchanged for Homestake common
         stock and 50% of HGAL shares are acquired for cash.

                 Pro Forma Condensed Consolidated Balance Sheet
                               September 30, 1995
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                                 Homestake     Pro Forma
                                                                                 Historical    Adjustments   Pro Forma
                                                                                -----------   -------------  ---------
<S>                                                                             <C>          <C>            <C>
ASSETS
Current assets
     Cash and equivalents ...................................................   $  131,869   $  (81,000)(A) $   50,869
     Short-term investments .................................................      107,827                     107,827
     Receivables ............................................................       58,688                      58,688
     Inventories ............................................................       70,430                      70,430
     Other ..................................................................        9,226                       9,226
                                                                                 ----------  ----------      ----------
        Total current assets ................................................      378,040      (81,000)       297,040
                                                                                 ----------  ----------      ----------

Property, plant and equipment - net .........................................      794,885      189,100 (A)    983,985
                                                                                 ----------  ----------      ----------

Investments and other assets
     Noncurrent investments .................................................       36,883                      36,883
     Other assets ...........................................................       29,672                      29,672
                                                                                 ----------                  ----------
        Total investments and other assets ..................................       66,555                      66,555
                                                                                 ----------  ----------      ----------

Total Assets ................................................................   $1,239,480   $  108,100     $1,347,580
                                                                                ==========   ==========      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities .........................................................   $   88,854                  $   88,854
                                                                                ----------                   ----------
Long-term liabilities
     Long-term debt .........................................................      185,000                     185,000
     Other long-term obligations ............................................      116,625                     116,625
                                                                                ----------                   ----------
        Total long-term liabilities .........................................      301,625                     301,625
                                                                                ----------                   ----------

Deferred income and mining taxes ............................................      153,634    $  50,000 (A)    203,634
                                                                                ----------    ----------     ----------

Minority interests in consolidated subsidiaries .............................       98,804      (24,800)(A)     74,004
                                                                                ----------    ----------     ----------

Shareholders' equity ........................................................      596,563       82,900 (A)    679,463
                                                                                ----------    ----------     ----------

Total Liabilities and Shareholders' Equity ..................................   $1,239,480   $  108,100     $1,347,580
                                                                                ==========    ==========     ==========

</TABLE>

                                        8

<PAGE>


                    HOMESTAKE MINING COMPANY AND SUBSIDIARIES
[FN]
              (A) To reflect the acquisition of the 109,605,000 HGAL shares that
                  Homestake  does not  presently  own,  assuming the issuance of
                  4,877,500  Homestake  shares valued at $82,900 and the payment
                  of $78,000 in cash,  plus  acquisition  and  related  costs of
                  $3,000.  Accordingly,  the total pro forma acquisition cost is
                  $163,900  compared to the book value for minority  interest of
                  $24,800.  The actual  purchase price will be determined  based
                  upon the value of the  Homestake  shares  issued and cash paid
                  for the  purchase of the HGAL shares  acquired.  As  discussed
                  below, it is the Company's  opinion that  substantially all of
                  the purchase  price in excess of the net book value of HGAL is
                  attributable to the mineral  property  interests held by HGAL.
                  The  excess  purchase  price  paid over the net book  value of
                  assets  acquired  and related  deferred  taxes is allocated as
                  follows:
<TABLE>


                  <S>                                                                             <C>                     
                  Total Purchase Price                                                            $163,900
                  Net Book Value of Minority Interest in HGAL, September 30, 1995                   24,800
                                                                                                  --------   
                  Excess of Purchase Price Paid over Net Book Value of
                      Assets Acquired Attributed to Mineral Properties                             139,100

                  Increase in Mineral Properties Due to the Recognition of the
                      Deferred Tax Consequences of Differences Between the
                      Assigned Values and Tax Bases of the Net Assets Acquired                      50,000
                                                                                                   -------
                  Total Increase in Property, Plant and Equipment                                  189,100
 
                  Increase in Deferred Taxes                                                       (50,000)
                                                                                                  --------
                  Excess of Purchase Price Paid over Net Book Value of
                      Assets Acquired                                                             $139,100
                                                                                                  ========
</TABLE>
                    
                  With the  exception  of  property,  plant and  equipment,  the
                  assets  and   liabilities  of  HGAL  included  in  Homestake's
                  consolidated financial statements consist primarily of working
                  capital items, the carrying values of which are  substantially
                  at fair market value.  Based on the history of the  Kalgoorlie
                  property and the  identification  and  development  of mineral
                  deposits and their  conversion to ore reserves,  the financial
                  analysis  undertaken  by the  Company in  connection  with its
                  decision  to acquire  the  additional  18.5% of HGAL,  and the
                  Company's  experience in ownership and operation at Kalgoorlie
                  and other long-life  mines,  it is the Company's  opinion that
                  all of the  purchase  price in excess of the net book value of
                  assets  acquired  is  attributable  to mineral  properties  at
                  Kalgoorlie.  The Company used discounted cash flow analysis to
                  determine  the   allocation  of  the  purchase  price  between
                  reserves and other mineral deposits.  This analysis  indicated
                  that  approximately  62% of the  purchase  price  allocated to
                  mineral   properties  is  attributable  to  reserves  and  the
                  remainder  is  attributable  to  other  mineral  deposits  and
                  mineral properties, as follows:

<TABLE>

                      Purchase Price Allocated to Property Plant and Equipment:
                      <S>                                                                        <C>
                           Acquisition of minority interests' share of
                               property, plant and equipment                                     $  28,600
                           Allocation of excess purchase price                                     189,100
                                                                                                 ---------
                                                                                                  $217,700
                                                                                                 =========
                      Allocation of Property, Plant and Equipment:

                           Proven and probable reserves:
                               Minority interests' share of property,
                                       plant and equipment acquired                              $  28,600
                               Excess purchase price allocation                                    106,200
                                                                                                 ---------   
                                                                                                   134,800    (62%)
                           Other mineral deposits and mineral
                               properties, allocation of excess purchase price                      82,900    (38%)
                                                                                                 ---------   
                                                                                                 $ 217,700   (100%)
                                                                                                 =========
                  The final  allocation of the purchase  price will be made when
                  the  acquisition  is completed and when the Company  completes
                  its annual  detailed  analysis of reserves as of December  31,
                  1995.  However,  management  does not expect the final  actual
                  allocation of the purchase  price to be  materially  different
                  from the pro forma balance sheet.

</TABLE>
                                        9


<PAGE>

                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES

            Pro Forma Condensed Consolidated Statement of Operations
                  For the Nine Months Ended September 30, 1995
             (Dollar amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                   Homestake           Pro Forma
                                                                   Historical         Adjustments          Pro Forma
                                                                -----------------    ---------------    -----------------
<S>                                                                    <C>               <C>                 <C> 
Revenues
     Product sales                                                     $ 534,002                             $   534,002
     Interest income                                                      12,686         $  (3,600)(A)             9,086
     Other income                                                         10,262                                  10,262
                                                                -----------------    ---------------    -----------------
                                                                         556,950            (3,600)              553,350
                                                                -----------------    ---------------    -----------------

Costs and Expenses
     Production costs                                                    355,625                                 355,625
     Depreciation, depletion and amortization                             73,866             4,200 (B)            78,066
     Administrative and general expense                                   28,977                                  28,977
     Exploration expense                                                  19,387                                  19,387
     Interest expense                                                      8,324                                   8,324
     Other expense                                                         2,155                                   2,155
                                                                -----------------    ---------------    -----------------
                                                                         488,334             4,200               492,534
                                                                -----------------    ---------------    -----------------

Income Before Taxes and Minority Interest                                 68,616            (7,800)               60,816
Income and Mining Taxes                                                  (33,091)            1,800 (C)           (31,291)
Minority Interest                                                        (12,841)            1,076 (D)           (11,765)
                                                                -----------------    ---------------    -----------------

Net Income                                                            $   22,684         $  (4,924)           $   17,760
                                                                =================    ===============    =================

Net Income Per Share                                                  $     0.16                              $     0.12
                                                                =================                       =================

Average Shares Used in the Computation (thousands)                       137,891                                 142,769
                                                                =================                       =================

</TABLE>

[FN]
              (A) To  eliminate  interest  income,  based on the  year-to-date
                  average  earnings  rate of  approximately  6% per annum,  in
                  respect of the assumed cash component of the HGAL purchase
                  price in the amount of $81,000.

              (B) To record  amortization of the excess purchase price paid over
                  the  net   book   value  of   assets   acquired,   using   the
                  units-of-production method, as follows:

<TABLE>
                    (Tabular amounts in thousands, except per ounce amount)
                    <S>                                                                        <C>
                    1)Excess  purchase price  allocated to proven
                      and probable reserves                                                    $   106,200
                    2)Estimate of HGAL's share of
                      ounces of gold to be recovered
                      based on Homestake's estimate of 6.75 million ounces contained
                      in reserves and an estimated recovery rate of 89%                              6,007
                    3)Estimate of recoverable ounces attributed to minority interests'
                      18.5% of HGAL                                                                  1,111
                    4)Amortization rate per ounce ((1) divided by (3))                          $    95.60
                    5)HGAL's year-to-date September 1995 ounces of gold produced                     238.7
                    6)Minority interests' share of  HGAL's year-to-date September
                      1995 production                                                                 44.2
                    7)Pro forma amortization adjustment ((4) times (6))                          $   4,200

              (C) To record the tax effects of adjustments (A) and (B) above.

              (D) To eliminate the minority interests' share of HGAL's earnings.

</TABLE>


                                       10

<PAGE>


                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES


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

Results of Operations

(Unless  specifically  stated otherwise,  the following  information  relates to
amounts  included  in  the  consolidated   financial  statements  including  the
Company's  interests  in mining  partnerships  accounted  for  using the  equity
method, without reduction for minority interest.)

Homestake  recorded net income of $4.9 million or 4 cents per share in the third
quarter  of 1995  compared  to $10.8  million  or 8 cents per share in the third
quarter of 1994.  The lower  1995 third  quarter  earnings  primarily  reflect a
temporary  production decline at the Kalgoorlie  operations in Western Australia
where a major mill  expansion  was  completed  during the quarter,  fewer ounces
produced at certain  operations  in the United  States,  and a higher  effective
income and mining tax rate. Year-to-date net income of $22.7 million or 16 cents
per share compares to 1994  year-to-date net income of $68.0 million or 49 cents
per share.  The lower  earnings in 1995 reflect  $23.8  million of  nonrecurring
gains included in the  year-to-date  1994 results and a higher income and mining
tax rate in 1995. The 1994 year-to-date net income included  nonrecurring pretax
gains of $15.7  million  ($12.6  million after tax) on the sale of the Company's
interest  in the Dee mine and  $11.2  million  ($11.2  million  after  tax) from
dilution  of the  Company's  interest  in Prime  Resources  Group  Inc.  (Prime)
following Prime's sale of additional shares to the public.

Consolidated  production increased 10% to 453,400 ounces in the third quarter of
1995 compared to the prior year's third  quarter as a result of production  from
the new Eskay  Creek  mine,  partially  offset by  production  declines at other
operations.  Revenues from gold  operations  totaled $164.2 million in the third
quarter of 1995 compared to revenues of $156.3 million in third quarter of 1994.
The higher 1995 third  quarter  revenues  reflect a 9% increase in the ounces of
gold sold. During the third quarter of 1995, the Company sold 457,000 equivalent
ounces  of gold at an  average  realized  price of $385 per  ounce  compared  to
417,500  ounces  of gold  sold at an  average  realized  price of $384 per ounce
during the third quarter of 1994.

In January  1995,  commercial  production  began at the new Eskay  Creek mine in
British Columbia.  Eskay Creek sold ore containing 48,200 ounces of gold and 2.2
million  ounces of silver,  equivalent  to  approximately  79,000 ounces of gold
during the 1995 third  quarter.  Cash costs,  including the costs of third-party
smelters, were $187 per equivalent ounce during the third quarter of 1995. Eskay
Creek's first year of operation  continues to exceed  expectations  and the mine
now is expected to produce ore  containing  in excess of 310,000  ounces of gold
equivalent during 1995. A recent exploration drilling program at Eskay Creek was
successful in intersecting a high grade gold and silver zone which appears to be
a stratigraphic  extension to the northeast end of the main ore zone. This zone,
which has the potential to add to the known reserves, is well located for mining
access from the current underground workings. Additional exploration drilling is
planned in 1996 for this zone and in the area surrounding the Eskay Creek mine.

Domestic  production  decreased  by 5% to 184,500  ounces  during the 1995 third
quarter, primarily due to temporary production declines at the Homestake mine in
South  Dakota  and the  Round  Mountain  mine in  Nevada,  partially  offset  by
increased  production  at the  McLaughlin  mine in northern  California.  At the
Homestake  mine,  production  was  hampered  during  the 1995  third  quarter by
processing  harder than  normal ore from the open pit.  Steps have been taken to
increase  mill  throughput  and  production is expected to return to more normal
levels in the fourth quarter of this year.  The Homestake  mine produced  90,400
ounces  at a cash  cost of $316 per  ounce  during  the  third  quarter  of 1995
compared  to 97,400  ounces at a cash  cost of $295 per ounce  during  the third
quarter of 1994. Production at the Round Mountain mine decreased by 6,100 ounces
during the 1995 third  quarter to 20,600  ounces  compared  to the prior  year's
third  quarter,  reflecting  lower grades and volumes of ore placed on the leach
pads earlier in the year.  The quantity of ore placed on the pads was  increased
during the 1995 third quarter.  However, due to the time lag between the initial
loading and the commencement of leaching, the benefit of this additional tonnage
will not begin to be  realized  until the fourth  quarter  of this  year.  Round
Mountain  mine cash  costs  were $261 per  ounce in the  third  quarter  of 1995
compared  to $216 per  ounce in the third  quarter  of 1994.  Production  at the
McLaughlin  mine  increased by 5% to 62,900 ounces during the 1995 third quarter
compared to the 1994 third quarter,  primarily due to slightly higher grades. As
a result,  cash costs per ounce  decreased to $263 in the third  quarter of 1995
from $267 in the third quarter of 1994. Gold production levels at the McLaughlin
mine are expected to decline  significantly  in 1996 as mining  operations  will
cease and production  will be principally  derived from  processing  lower grade
stockpiles.


                                       11

<PAGE>


                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Overall foreign gold  production  increased by 26% during the 1995 third quarter
compared to the prior year's third quarter  primarily due to the commencement of
production at the Eskay Creek mine,  partially offset by decreased production at
the  Kalgoorlie  operations  and the El Hueso mine.  Homestake Gold of Australia
Limited's  (HGAL) share of  production at the  Kalgoorlie  operations in Western
Australia  was 72,000 ounces during the third quarter of 1995 compared to 84,400
ounces  during  the third  quarter of 1994  reflecting  a  temporary  decline in
production  while the new  Fimiston  mill  additions  were  integrated  with the
existing complex. As a result,  cash costs per ounce at Kalgoorlie  increased to
$303 per ounce  during the 1995  third  quarter  from $261 per ounce  during the
prior year's third quarter. At the El Hueso mine in Chile,  production decreased
from 14,100 ounces during the 1994 third quarter to 3,300 ounces during the 1995
third  quarter  primarily  due to fewer tons  leached.  Gold  mining at El Hueso
ceased in February 1995 and limited production from heap leaching is expected to
continue through 1995.

The  Company's  overall cash cost per ounce during the third quarter of 1995 was
$260 compared to $259 during the third quarter of 1994.

Main Pass 299 sulphur project revenues increased to $9.3 million during the 1995
third  quarter from $7.3  million  during the 1994 third  quarter and  operating
earnings  were  $0.7  million  during  the third  quarter  of 1995  compared  to
operating earnings of $0.5 million during the prior year's quarter. The improved
results  primarily are  attributable to rising sulphur prices and an increase in
the sales volumes of oil.

Year to  date,  gold and ore  sales  totaled  $502.3  million  compared  to 1994
year-to-date sales of $479.6 million primarily  reflecting  increased gold sales
volumes.  The higher gold sales volumes are  attributable to production from the
Eskay Creek mine,  partially offset by temporary  production declines at certain
other locations.  Production  exceeded sales by 1,600 ounces and 8,300 ounces in
the 1995 and 1994  year-to-date  periods,  respectively.  The Company's  average
realized  price of gold was $385 for the first nine  months of 1995  compared to
$384 for the first nine months of 1994.

Depreciation,  depletion and amortization  expense during the 1995 third quarter
of $25.2 million  compares to $19.4 million during the 1994 third  quarter,  and
1995  year-to-date  depreciation  expense  of $73.9  million  compares  to $60.6
million during the first nine months of 1994. The increase primarily is a result
of  depreciation  related to the Eskay  Creek  mine,  partially  offset by lower
depreciation due to lower production at other operations.

Exploration  expense  increased to $19.4 million during the first nine months of
1995 from $14.9 million during the prior year's comparable  period. The increase
in exploration  expense primarily is due to increased  activity at the Ruby Hill
feasibility  project in Nevada and continued  work near the El Hueso mine and on
the El Foco  concession  in  Venezuela.  Exploration  expenditures  in 1995 will
continue to exceed the prior  year's  level of  spending as the Company  pursues
numerous  attractive  exploration  targets  and  prospects.   Total  exploration
expenses for 1995 will be  approximately  $30 million compared to $21 million in
1994. In addition, approximately $9 million will be spent on in-mine exploration
in 1995 compared to $8.4 million in 1994.

The  Company's  general  policy is to sell its  production  at  current  prices.
However, in certain limited  circumstances,  the Company will enter into forward
sales  commitments  for small  portions  of its gold  production.  In the fourth
quarter of 1994,  the Company  entered into forward sales for 183,200  ounces of
gold it expected to produce at the Nickel  Plate mine during 1995 and 1996.  The
purpose of the forward  sales  program is to allow for recovery of the Company's
remaining  investment in the mine and provide for estimated  reclamation  costs.
Results for the three and nine months ended  September  30, 1995  include  sales
under this  program of 22,500  ounces and 65,400  ounces at an average  price of
$400 per ounce and $394 per ounce,  respectively.  At September 30, 1995 forward
sales  for  117,800  ounces  at an  average  price  of  $421  per  ounce  remain
outstanding under this program.  In October 1995, the Company closed out forward
sales contracts covering 24,400 ounces for delivery in 1996.

A substantial portion of Homestake's gold sales are generated outside the United
States,  principally  in Canada  and  Australia.  The value of these  countries'
currencies can fluctuate  significantly  with the U.S. dollar. The Company has a
foreign  currency  protection  program  which  establishes  exchange rate ranges
within  which a portion  of U.S.  dollar  receipts  from the sale of gold may be
converted   into  the  currencies  of  these   countries.   Under  existing  SEC
pronouncements,  contracts  entered  into under this  program do not qualify for
hedge accounting and must be marked to market. At September 30, 1995 the Company
had a net unrealized gain of $1.0 million on open contracts.


                                       12


<PAGE>


                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES


Other  income for the first nine months of 1995  includes a $2.7 million gain on
the  February  1995 sale of the  Company's  28%  interest  in the Torres  mining
complex  in  Mexico,  a $1.9  million  gain on the sale of  certain  exploration
properties in Australia,  and royalty  income of $1.7 million.  Other income for
the first nine months of 1994  included a $15.7  million gain on the sale of the
Company's  44%  interest  in the Dee  mine in  Nevada,  royalty  income  of $2.6
million,  $2.1 million of insurance proceeds, a $1.3 million gain related to the
sale of HGAL's Fortnum property and a net foreign currency exchange loss of $1.1
million.

The  Company's  income and mining tax rate for the first nine months of 1995 was
48% compared to 24% for the comparable period of 1994. The 1994 rate was low due
to the  availability  of certain tax  benefits.  The higher  effective tax rates
experienced  in 1995 will  continue as the tax  benefits  available in 1994 have
been  utilized and the major portion of the  Company's  current  earnings are in
jurisdictions with higher income and mining tax rates.

At December 31, 1994 the Company had tax valuation  allowances of $49.8 million.
While future  circumstances could occur which would permit the Company to reduce
its $49.8 million  deferred tax  valuation  allowances in 1995 and future years,
based on the Company's current  projections it does not expect future reductions
to be material.  Future events that would allow the Company to materially reduce
such allowances in the future would include (i) generating  substantial  taxable
income  in  Chile,  (ii)  an  acceleration  of  the  payment  of  the  Company's
postretirement  benefit obligation accrual and (iii) the Company no longer being
subject to the U.S. alternative minimum tax.

Income allocable to minority interests in consolidated subsidiaries increased to
$12.8  million  during  the first nine  months of 1995 from $5.3  million in the
first nine months of 1994. This increase  primarily is due to the income derived
from the Eskay Creek mine. Prime,  which owns 100% of the Eskay Creek mine, is a
50.6% owned subsidiary of Homestake.

The  Company  evaluates  its  accruals  for  remediation,  reclamation  and site
restoration  regularly.  With respect to non-operating  properties,  the Company
believes it has fully provided for all remediation liabilities and for estimated
reclamation and site restoration  costs.  With respect to operating  properties,
the Company is providing for estimated ultimate  reclamation relating to ongoing
and  end-of-mine  life  restoration  and  closure  costs  over the  lives of its
individual operations using the  units-of-production  method. While the ultimate
amount of reclamation and site restoration costs to be incurred in the future is
uncertain,  the Company has estimated that the aggregate  amount of these costs,
plus remediation liabilities,  will be $94 million. This figure does not include
approximately  $16 million of reclamation  costs at the Company's former uranium
facility  at Grants,  New  Mexico,  which  will be funded by the  United  States
Federal Government.  At September 30, 1995 the Company had accrued $52.1 million
for estimated  ultimate  reclamation and site restoration  costs and remediation
liabilities.  For additional  discussion of certain  environmental  matters, see
note 9 to the condensed consolidated financial statements.

                                       13


<PAGE>


                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Gold Production

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


                                                                                 Production
                                                                            (Ounces in thousands)
                                                                Three Months Ended                  Nine Months Ended
                                            Percentage           September 30,                         September 30,
Mine                                        Interest (%)       1995            1994                1995              1994
                                         --------------  ---------------------------      --------------------------------
<S>                                            <C>             <C>             <C>                <C>               <C>  
Homestake                                      100             90.4            97.4               291.5             298.0
McLaughlin                                     100             62.9            59.7               178.8             192.6
Round Mountain                                  25             20.6            26.7                63.7              86.0
Joint Ventures                                                 10.6             9.6                26.6              30.2
                                                         -----------     -----------      --------------    --------------
      Total United States                                     184.5           193.4               560.6             606.8

Eskay Creek (1)                                100             79.0               -               245.1                 -
Williams                                        50             51.9            52.4               152.9             175.2
David Bell                                      50             25.1            26.1                65.3              79.4
Nickel Plate                                   100             21.0            19.4                64.9              65.9
Snip (2)                                        40             13.1            14.1                39.5              39.3
                                                         -----------     -----------      --------------    --------------
      Total Canada                                            190.1           112.0               567.7             359.8

Kalgoorlie, Australia                           50             72.0            84.4               238.7             260.8

El Hueso, Chile                                100              3.3            14.1                16.5              42.2

Mines Not Shown or Sold                                         3.5             8.6                15.4              29.7
                                                         -----------     -----------      --------------    --------------

Total Production                                              453.4           412.5             1,398.9           1,299.3
Less Minority Interest                                         58.8            22.6               184.8              66.9
                                                         -----------     -----------      --------------    --------------
Homestake's Share                                             394.6           389.9             1,214.1           1,232.4
                                                         ===========     ===========      ==============    ==============

</TABLE>


                                                   14

<PAGE>


                         HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis (continued)
------------------------------------
<TABLE>
<CAPTION>

                                                                        Cash Operating Costs
                                                                        (Dollars per ounce)
                                                           Three Months Ended                Nine Months Ended
                                Percentage                    September 30,                    September 30,
Mine                            Interest (%)               1995           1994              1995           1994
-----                           ------------           -----------------------------------------------------------
<S>                                       <C>              <C>            <C>               <C>            <C> 
Homestake                                 100              $316           $295              $304           $281
McLaughlin                                100               263            267               239            244
Round Mountain                             25               261            216               257            189
Joint Ventures                                              229            249               273            238

Eskay Creek (3)                           100               187              -               185              -
Williams                                   50               214            203               223            196
David Bell                                 50               160            157               199            166
Nickel Plate                              100               418            418               376            323
Snip (3)                                   40               189            186               174            182

Kalgoorlie                                 50               303            261               285            261

El Hueso, Chile                           100               376            353               402            370

Mines Not Shown or Sold                                     173            198               151            217

Weighted Average                                           $260           $259              $254           $246




<CAPTION>


                                                        Three Months Ended                Nine Months Ended
                                                           September 30,                    September 30,
Per Ounce of Gold                                          1995           1994              1995           1994
                                                     -----------------------------------------------------------
<S>                                                        <C>            <C>               <C>            <C> 
Revenue                                                    $385           $385              $385           $384
Cash Operating Costs                                        260            259               254            246
Noncash Costs  (4)                                           54             49                51             48

<FN>
(1)      Ounces  produced are expressed on a gold  equivalent  basis and include
         48,200 payable ounces of gold and 2.2 million  payable ounces of silver
         contained  in ore sold to  smelters  in the  1995  third  quarter,  and
         152,000 payable ounces of gold and 6.9 million payable ounces of silver
         contained in ore sold to smelters in the 1995 year-to-date period.

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

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

(4)      Includes   depreciation,   end-of-mine   reclamation   accruals,   and
         amortization of the cost of property acquisitions.
</FN>
</TABLE>

                                       15


<PAGE>


                        HOMESTAKE MINING COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis (continued)
-------------------------------------

Liquidity and Capital Resources
-------------------------------
Cash provided by operations  totaled  $124.6 million in the first nine months of
1995 compared to $96.0 million in the first nine months of 1994. Working capital
at September 30, 1995 amounted to $289.2 million,  including  $239.7 in cash and
equivalents and short-term investments.

Capital  additions of $58.1  million for the 1995  year-to-date  period  include
$42.1  million at the  Kalgoorlie  operations  primarily  for the Fimiston  mill
expansion.  The new Fimiston mill was  commissioned  in August 1995,  increasing
milling capacity at the Kalgoorlie  operations by approximately one million tons
per year and  allowing  for further  planned  expansion  of the Super Pit.  This
increase in milling capacity, together with processing improvements,  will lower
milling costs at Kalgoorlie.

In June 1995, Homestake exercised its option to acquire 5% of Zoloto Mining Ltd.
for $1 million.  Zoloto  owns a 75%  interest in the  Pokrovskoye  gold  deposit
located in the Amur region of eastern Russia. Homestake and Zoloto are preparing
a feasibility study for the 2 million ounce deposit. Following completion of the
feasibility  study,  Homestake  may  exercise  a second  option  to  acquire  an
additional  62% of Zoloto by paying a further $15 million,  thereby  acquiring a
50% indirect interest in the Pokrovskoye gold deposit.

In  July  1995,   the  Company   acquired   for  $24  million  a  10%   interest
(fully-diluted)  in Navan  Resources plc (Navan) and an option to acquire 50% of
Navan's interest in the Chelopech gold-copper mining operations located 45 miles
east of Sofia,  Bulgaria.  Navan is an Irish public company with diverse mineral
interests in Europe.  The Company  currently is  conducting a study to determine
the  feasibility  of  increasing  the annual rate of production at the Chelopech
mine.  Once the feasibility  study is completed,  the Company can acquire 50% of
Navan's  interest in the Chelopech  operations  by investing an  additional  $48
million, which would be used to fund a portion of the cost of the expansion.

The Company has a $150  million  line of credit  under which  borrowings  may be
drawn in U.S. dollars,  Canadian  dollars,  ounces of gold or any combination of
these.  No amounts have been borrowed under this facility.  The Company's  total
debt  outstanding  at  September  30, 1995 is $185  million.  The Company has no
required debt payments until the year 2000.

On August 14, 1995 the Company  announced  its intention to acquire the 18.5% of
Homestake Gold of Australia Limited (HGAL) it does not already own.  Homestake's
unconditional  offer of .089 of a Homestake  share or A$1.90 in cash for each of
the  109,605,000  HGAL  shares  held  by the  public  was  mailed  to  the  HGAL
shareholders  on October 31, 1995 and is expected to remain open until  December
5, 1995.

Future results will be impacted by such factors as the market price of gold, 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 fund the cash  requirements for the acquisition
of the minority interests in HGAL and to meet normal operating  requirements and
anticipated dividends.


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

Item 1.  Legal Proceedings
--------------------------
HGAL and Gold Mines of Kalgoorlie  Limited and its  affiliates  (GMK) each own a
50% interest in the Kalgoorlie  operations in Western  Australia.  Under certain
circumstances,  GMK is entitled to more than 50% of the gold production  sourced
from a specific area of the Kalgoorlie operations.  The entitlement in excess of
50%, which is called the  "disproportionate  share",  is calculated by a formula
linked to gold prices, production costs and capital costs. HGAL and GMK disagree
in respect to the  interpretation and application of the formula for calculating
the disproportionate share, principally relating to the treatment of the capital
costs for the recent Fimiston expansion.

                                       16


<PAGE>


                        HOMESTAKE MINING COMPANY AND SUBSIDIARIES

On October 20,  1995 HGAL was served a writ of summons and a statement  of claim
by GMK,  North  Kalgurli  Mines Pty Ltd, et al v.  Homestake  Gold of  Australia
Limited,  et al, Supreme Court of Western  Australia,  Civ. No 2037 of 1995. GMK
claims a number of  declarations  relating  to the  correct  interpretation  and
application of the formula which  calculates  the  disproportionate  share.  The
statement  of claim  also  alleges  that  HGAL has  received  to date a  greater
quantity   of  gold   production   than  it  is  entitled  to  pursuant  to  the
Disproportionate  Sharing  Arrangement  and that HGAL  should  account to GMK in
respect of the same. The quantity claimed is 8,313 ounces of gold having a value
of  approximately  $3.2 million.  GMK also seeks damages from HGAL in respect of
damage it claims to have  suffered  because of the  application  of the  formula
which calculates the disproportionate  share. Kalgoorlie Consolidated Gold Mines
Pty Ltd,  the  manager  of the Joint  Venture,  has been  joined  as the  second
defendant to the action.  HGAL is of the view that it will  successfully  defend
these proceedings.


Item 6.

(a) Exhibits                                                  Method of Filing
                                                              ----------------
    2 -  Plan of acquisition and offer to purchase  the  18.5%
         of Homestake Gold of Australia Limited not already
         owned by the Company (incorporated by reference
         to the Registrant's Registration Statement No. 33-62667
         on Form S-4, as amended by Post-Effective
         Amendment No. 1 filed on October 19, 1995).

   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 third  quarter  ended
         September 30, 1995.

         Report on Form 8-K dated August 14, 1995
         ---------------------------------------- 
         The report dated August 14, 1995  announced the Company's  intention to
         make an offer  to  acquire  the  18.5%  of HGAL  not  already  owned by
         Homestake.

         Report on Form 8-K dated August 25, 1995
         ----------------------------------------
         The report dated August 25, 1995  announced the Company's  intention to
         file a  registration  statement  under the  Securities Act of 1933 with
         respect to the  shares  expected  to be issued to acquire  the 18.5% of
         HGAL not already owned by Homestake.


                                       17

<PAGE>


                        HOMESTAKE MINING COMPANY AND SUBSIDIARIES


                                        SIGNATURE


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




                                                HOMESTAKE MINING COMPANY




Date:  November 13, 1995                         By:  /s/ Gene G. Elam
      ------------------                            ------------------
                                                    Gene G. Elam
                                                    Vice President, Finance 
                                                    and Chief Financial Officer






Date:  November 13, 1995                          By:  /s/ David W. Peat
      ------------------                              ------------------      
                                                     Controller (Chief 
                                                     Accounting Officer)








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