EXHIBIT 3.4


                            HOMESTAKE MINING COMPANY

                            (A DELAWARE CORPORATION)

                                     BYLAWS

                        As amended through July 24, 1997


                                    ARTICLE I

                             MEETING OF STOCKHOLDERS

         SECTION 1. The annual  meeting of the Company shall be held on such day
and at such time as the Board of Directors shall determine,  for the election of
Directors  and the  transaction  of such other  business as properly come before
such meeting.

         SECTION 2. Special  meetings of the  stockholders  may be called at any
time by the Chairman of the Board,  by the President,  by the Board of Directors
of the Company,  by a committee  of the Board of  Directors  which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a  resolution  of the Board of  Directors  or in the  Bylaws  of the  Company
include the power to call such meetings, or by stockholders having not less than
seventy-five  percent (75%) of the total voting power of all outstanding  shares
of stock of the  Company,  but such  special  meetings  may not be called by any
other person or persons;  provided,  however, that if and to the extent that any
special  meeting of  stockholders  may be called by any other  person or persons
specified in any provisions of the Restated  Certificate of Incorporation or any
amendment thereto,  or any certificate filed under Section 151(g) of the General
Corporation Law of Delaware (or its successor  statute as in effect from time to
time  hereafter),  then such special meeting may also be called by the person or
persons in the manner, at the times and for the purposes so specified.

         SECTION 3. All  notices of meetings  of  stockholders  shall be sent or
otherwise given in accordance with Section 4 of this Article I not less than ten
(10) nor more than sixty (60) days  before the date of the  meeting.  The notice
shall  specify the place,  date and hour of the meeting and (1) in the case of a
special  meeting,  the general nature of the business to be  transacted,  and no
other  business  may be  transacted,  or (2) in the case of the annual  meeting,
those matters  which the Board of  Directors,  at the time of giving the notice,
intends to present  for action by the  stockholders,  and (3) in the case of any
meeting at which directors are to be elected, the names of the nominees intended
at the time of the  mailing  of the notice to be  presented  by  management  for
election.

         SECTION 4. Notice of any meeting of stockholders  shall be given either
personally or by mail or other written communication, charges prepaid, addressed
to the stockholder at the address of the  stockholder  appearing on the books of
the  Company,  or given by the  stockholder  to the  Company  for the purpose of
notice.  If no such address appears on the Company's  books or 


<PAGE>



is given,  notice shall be deemed to have been given if sent to that stockholder
by mail or other  written  communication  to the Company's  principal  executive
office, or, if published at least once in a newspaper of general  circulation in
the county  where that  office is located.  Notice  shall be deemed to have been
given at the time when delivered  personally or deposited in the mail or sent by
telegram or other means of written communication.

         If any  notice  addressed  to a  stockholder  at the  address  of  that
stockholder  appearing on the books of the Company is returned to the Company by
the United  States  Postal  Service  marked to indicate  that the United  States
Postal  Service  is unable to  deliver  the  notice to the  stockholder  at that
address,  all future  notices or reports shall be deemed to have been duly given
without  further  mailing if these  shall be  available  to the  stockholder  on
written  demand of the  stockholder  at the  principal  executive  office of the
Company for a period of one year from the date of the giving of the  notice.  An
affidavit   of  the  mailing  or  other  means  of  giving  any  notice  of  any
stockholders' meeting may be executed by the Secretary, any Assistant Secretary,
or any transfer agent of the Company giving the notice, and if executed shall be
filed and maintained in the minute book of the Company.

         SECTION  5.  Every  annual  meeting  and every  special  meeting of the
stockholders shall be held at such place within or without the State of Delaware
as may be  designated  as the place for  holding  such  meeting  by the Board of
Directors. In the absence of any such designation,  stockholders' meetings shall
be held at the principal executive office of the Company.

         SECTION 6. Except as  otherwise  provided by statute of by the Restated
Certificate of Incorporation,  the presence in person or by proxy of the holders
of a majority in interest of the Common  Stock of the Company at the time issued
and outstanding at any meeting shall  constitute a quorum for the transaction of
business.  The stockholders  present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment  notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than  adjournment) is approved by at least a majority of the shares
required  to  constitute  a  quorum.  If such  quorum  shall not be  present  or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn  the  meeting  from  time to time  until a quorum  shall by  present  or
represented.  At any  adjourned  meeting  at which a quorum  shall be present or
represented  any business which might have been  transacted at the meeting which
was  adjourned  may be  transacted  and  with  the same  effect.  If  after  the
adjournment  a new  record  date is fixed for the  adjourned  meeting  or if the
adjournment is for more than thirty (30) days,  notice of the adjourned  meeting
shall be given as in the case of an original  meeting,  but otherwise no further
notice of the time and place of the  adjourned  meeting need be given other than
by announcement at the meeting at which such adjournment is taken.

         SECTION 7. Except as  otherwise  provided by statute or by the Restated
Certificate of  Incorporation,  every stockholder of record shall be entitled at
any meeting of  stockholders  to one 


                                       2
<PAGE>


vote on each matter  submitted to a vote of the  stockholders for every share of
stock  standing  in the name of such  person  on the  books of the  Company  and
qualified to vote. The stockholders'  vote shall be by written ballot unless the
requirement therefor is dispensed with by the Board of Directors.  On any matter
other than elections of directors,  any  stockholder may vote part of the shares
in favor of the proposal and refrain  from voting the  remaining  shares or vote
them against the proposal,  but, if the stockholder  fails to specify the number
of shares which the stockholder is voting affirmatively, it will be conclusively
presumed  that the  stockholder's  approving  vote is with respect to all shares
that  the  stockholder  is  entitled  to  vote.  If a  quorum  is  present,  the
affirmative  vote of the majority of the shares present in person or represented
by  proxy  and  entitled  to  vote  on  any  matter  shall  be  the  act  of the
stockholders,  unless  the vote of a greater  number or  voting  by  classes  is
required by statute or by the Restated Certificate of Incorporation.

         SECTION  8. In the  event the  Board of  Directors  fixes a day for the
determination  of stockholders of record entitled to vote as provided in Section
I of  Article  XIV of these  Bylaws,  then only  persons in whose  names  shares
entitled to vote stand on the stock  records of the Company on such day shall be
entitled to vote.

         If  no  record  date  is  fixed,   the  record  date  for   determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the business day next preceding the day notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

         If  no  record  date  is  fixed,   the  record  date  for   determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders  shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors may fix a new record date for the adjourned meeting.

         SECTION 9. At all meetings of the  stockholders,  stockholders may vote
either in person or by one or more agents  authorized  by a written proxy signed
by the  stockholder  and filed  with the  Secretary  of the  Company.  A validly
executed  proxy which does not state that it is  irrevocable  shall  continue in
full force and effect unless (1) revoked by the person  executing it, before the
vote pursuant to that proxy, by a writing  delivered to the Company stating that
the proxy is revoked, or by a subsequent proxy executed by, or attendance at the
meeting and voting in person by, the person  executing the proxy, or (2) written
notice of the death or  incapacity of the maker of that proxy is received by the
Company  before the vote pursuant to that proxy is counted;  provided,  however,
that no proxy  shall be valid after the  expiration  of three (3) years from the
date of the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that  states on its face that it is  irrevocable  shall be governed by the
provisions of Section 212(c) 


                                       3
<PAGE>


of the General  Corporation  Law of  Delaware  (or its  successor  statute as in
effect from time to time hereafter).

         SECTION 10. The  transactions of any meeting of  stockholders,  however
called and  noticed,  and  wherever  held,  shall be as valid as though had at a
meeting duly held after regular call and notice,  if a quorum be present  either
in person or by proxy,  and if,  either  before or after a meeting,  each person
entitled  to vote,  who was not  present in person or by proxy,  signs a written
waiver of notice or a consent to a holding of the  meeting,  or an  approval  of
minutes of the meeting.  The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
stockholders.  All such waivers,  consents or approvals  shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Attendance by a person at a meeting  shall also  constitute a waiver of
notice of that meeting,  except when the person  objects at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened,  and except that  attendance at a meeting is not a waiver of
any  right to object  to the  consideration  of  matters  required  by law to be
included  in the notice of meeting  but not so  included  if that  objection  is
expressly made at the meeting.

         SECTION 11. No action shall be taken by the  stockholders  except at an
annual or special meeting of the stockholders.

         SECTION 12. At any  annual meeting of stockholders,  only such business
shall be conducted as shall have been brought  before the annual  meeting (1) by
or at the direction of the chairman of the meeting or (2) by any stockholder who
is a holder of record at the time of the  giving of the notice  provided  for in
this Section 12, who is entitled to vote at the meeting,  and who complies  with
the procedures set forth in this Section 12.

         For  business  properly  to be  brought  before an annual  meeting by a
stockholder,  the  stockholder  must have given timely notice  thereof in proper
written form to the  Secretary.  To be timely,  a  stockholder's  notice must be
received at the principal executive offices of the Company not less than 75 days
nor  more  than  180  days  prior  to the  anniversary  date of the  immediately
preceding annual meeting; provided,  however, that in the event that the date of
the annual  meeting is more than 30 days earlier or more than 30 days later than
such  anniversary  date,  notice  by the  stockholder  to be  timely  must be so
received  not earlier  than the 180th day prior to such  annual  meeting and not
later  than the  close of  business  on the  later of the 75th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the  date of such  meeting  is first  made.  To be in  proper  written  form,  a
stockholder's  notice to the  Secretary  shall set forth in  writing  as to each
matter the stockholder  proposes to bring before the annual meeting: (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for  conducting  such business at the annual  meeting;  and (ii) the
name and address,  as they appear on the  Company's  books,  of the  stockholder
proposing such business. 


                                       4
<PAGE>


The  foregoing  notice   requirements  shall  also  be  deemed  satisfied  by  a
stockholder if the  stockholder has notified the Company of his or her intention
to present a proposal at an annual meeting and such  stockholder's  proposal has
been included in a proxy  statement  that has been prepared by management of the
Company to solicit proxies for such annual meeting;  provided,  however, that if
such stockholder does not appear or send a qualified  representative  to present
such proposal at such annual meeting, the Company need not present such proposal
for a vote at such meeting, notwithstanding that proxies in respect of such vote
may have been received by the Company.


                                   ARTICLE II

                                    DIRECTORS

         SECTION 1. Subject to the  limitations  prescribed by statute or by the
Restated  Certificate  of  Incorporation  or these  Bylaws  as to  action  to be
authorized  or  approved  by  the  stockholders,  all  the  powers,  rights  and
privileges  of the Company  shall be exercised by or under the direction of, and
the business and affairs of the Company shall be managed under the direction of,
its Board of Directors.  Directors  shall be elected by the  stockholders of the
Company,  and at each  election the persons  receiving  the  greatest  number of
votes,  up to the number of directors  then to be elected,  shall be the persons
then  elected.  The election of directors  is subject to any  provisions  in the
Restated Certificate of Incorporation relating thereto, including any provisions
for a classified Board.

         SECTION 2. Except as  otherwise  provided by statute or by the Restated
Certificate  of  Incorporation,  any  vacancy in the Board of  Directors  may be
filled by a majority of the remaining  directors,  though less than a quorum, or
by a sole  remaining  director,  and each  director so elected shall hold office
until his successor is elected and qualified.

         SECTION 3. All meetings of the Board of Directors  shall be held at the
principal  office of the  Company or at any other  place  within or without  the
State of Delaware as the Board of Directors  may from time to time fix therefor.
Any  meeting  of the Board of  Directors,  regular  or  special,  may be held by
conference  telephone  or  similar  communication  equipment,  so  long  as  all
directors  participating  in the  meeting  can  hear one  another,  and all such
directors shall be deemed to be present in person at the meeting.

         SECTION  4. A  regular  meeting  of the  Board  of  Directors  shall be
required to be given,  shall be held, if a quorum be present,  in each and every
year immediately after the adjournment of the annual meeting of stockholders for
the purpose of electing officers and transacting such other business as might be
transacted at any regular meeting of the Board. Regular meetings of the Board of
Directors,  of which no notice  shall be required to be given,  shall be held in
every odd-numbered month in accordance with a schedule  established by the Board
of Directors  from 


                                       5
<PAGE>


time to time,  except that the  scheduled  date of any meeting may be changed by
the  Chairman  of the  Board or the  President,  in the  discretion  of  either,
provided that notice of such change shall be given to all  directors  personally
or by mail, telegraph or telephone at least one (1) week prior to such scheduled
date and at least four (4) days prior to the date upon which such  meeting is to
be held.

         SECTION 5. Special  meetings of the Board of Directors  shall be called
by the Secretary at the direction of the Chairman of the Board,  the  President,
or a  majority  of the  directors.  Notice of the time and place of any  special
meeting of the Board of Directors  shall be given by serving the same personally
or by  telephone or by telegram  addressed  to each  director at his post office
address  as the same shall  appear on the books of the  Company at least two (2)
hours  before such  meeting.  Each member of the Board of  Directors  shall,  by
writing filed with the  Secretary,  designate  his post office  address to which
notices of meetings of the Board of Directors of this Company shall be directed,
and in the event of any change  therein  shall  likewise  designate his new post
office address.

         SECTION 6. At all  meetings of the Board of Directors a majority of the
directors  shall be  necessary  and  sufficient  to  constitute a quorum for the
transaction  of business,  and every act and decision done or made by a majority
of the directors  present at a regular  meeting or a duly called special meeting
held at which a quorum is  present  shall be the act of the Board of  Directors,
unless a greater number is required by statute or by the Restated Certificate of
Incorporation.  A meeting at which a quorum is initially present may continue to
transact  business  notwithstanding  the withdrawal of directors,  if any action
taken is  approved  by at  least a  majority  of the  required  quorum  for that
meeting.  In the absence of a quorum, a majority of the directors present at any
meeting may  adjourn  the meeting  from time to time until and not past the time
fixed for the next regular meeting of the Board of Directors. Notice of the time
and place of holding an adjourned  meeting need not be given to directors absent
from the  meeting  which was  adjourned  if the time and place of the  adjourned
meeting are fixed at the meeting which was adjourned.

         SECTION 7. By resolution of the Board of Directors,  a fixed sum may be
allowed each director attending a meeting of the Board of Directors.  Members of
the Executive  Committee or other  committees may likewise be allowed fixed sums
as determined by the Board of Directors.  All directors  shall be reimbursed for
any  reasonable  expenses which they incur as such for attendance at meetings of
the Board of Directors or committees  or  otherwise.  Directors who are not also
officers or  employees of the Company may receive  such  compensation  for their
services as directors as may be fixed or  determined  by the Board of Directors.
Except as provided herein,  no director shall be compensated for his services as
a director,  but any  director  may serve the Company in any other  capacity and
receive compensation therefor.

         SECTION 8. The  transactions  of any meeting of the Board of Directors,
however called and notices,  and wherever held,  shall be as valid as though had
at a meeting duly held after 


                                       6
<PAGE>


regular call and notice,  if a quorum be present and if,  either before or after
the meeting,  each of the directors not present signs a written waiver of notice
and consent to holding the meeting or an approval of the minutes thereof,  which
waiver, consent, or approval shall be filed with the corporate records or made a
part of the  minutes of the  meeting.  Notice of a meeting  shall also be deemed
given to any director who attends the meeting  without  protesting  before or at
its  commencement,  the lack of notice to that director.  Any action required or
permitted to be taken by the Board of Directors  may be taken without a meeting,
if all  members  of the Board  shall  individually  or  collectively  consent in
writing to such action. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors.

         SECTION 9. The  authorized  number of Directors is hereby set at twelve
until such number is changed by a Bylaw or amendment thereof duly adopted by the
stockholders in accordance with the Restated  Certificate of Incorporation or by
the Board of Directors  amending this Section Nine. The Board of Directors shall
be divided  into three  classes of  directors  elected  for terms of three years
each. Until so changed, Class I shall consist of four directors,  Class II shall
consist of four directors, and Class III shall consist of four directors.

         SECTION 10. The Board of Directors may from time to time designate from
one to three former  directors of this  Company as  Consultants  to the Board of
Directors.  The term of office of each such Consultant to the Board of Directors
shall  terminate  immediately  after the  adjournment  of each annual meeting of
stockholders  of the Company,  or at such other time as may be determined by the
Board of Directors.  A Consultant to the Board of Directors may attend  meetings
of  the  Board  of  Directors  with  the  privilege  of   participating  in  all
discussions,  but  without  the  right  to  vote,  and  shall  be  eligible  for
appointment  as Consultant to committees of the Board of Directors,  but with no
right to vote.  Consultants shall not be included in determining the presence of
a quorum.  Other rights,  privileges  and duties of  Consultants to the Board of
Directors  and any  compensation  to be  paid to  Consultants  to the  Board  of
Directors  may be  provided  from  time to time by  resolution  of the  Board of
Directors.


                                   ARTICLE III

                         EXECUTIVE AND OTHER COMMITTEES

         SECTION 1. The Board of Directors  may, by  resolution  or  resolutions
passed by a majority of the authorized  number of directors,  appoint from their
number  an  Executive  Committee  of one  or  more  directors,  who  shall  make
recommendations to the Board. The Executive Committee, to the extent provided in
the  resolution of the Board of  Directors,  shall have and may exercise all the
powers and authority of the Board of Directors  including,  without  limitation,
the power and  authority  to declare a dividend,  to  authorize  the issuance of
stock and to adopt a certificate of ownership and merger pursuant to Section 253
of the General  Corporation  Law of  Delaware  (or its  successor  statute as in
effect from time to time  hereafter);  but shall not


                                       7
<PAGE>


have  the  power  or  authority  to:  (a)  amend  the  Restated  Certificate  of
Incorporation  (except  that a  committee  may,  to  the  extent  authorized  in
resolutions  providing  for the  issuances  of  stock  adopted  by the  Board of
Directors  as  provided  in Section  151(a) of the  General  Corporation  Law of
Delaware (or its  successor  statute as in effect from time to time  hereafter),
fix any of the  preferences  or rights of such  shares  relating  to  dividends,
redemption,  dissolution,   distribution  of  assets  of  the  Company,  or  the
conversion  into or the exchange of such shares for shares of any other class or
classes or any other  series of the same of any other  class or classes of stock
of the Company), (b) adopt an agreement of merger or consolidation under Section
251 or 252 of the General  Corporation Law of Delaware (or its successor statute
as in effect from time to time hereafter), (c) recommend to the stockholders the
sale,  lease or exchange of all or substantially  all of the Company's  property
and assets,  (d) recommend to the stockholders a dissolution of the Company or a
revocation of a dissolution,  or (e) amend the Bylaws of the Company.  The Board
of  Directors  shall elect a Chairman  of the  Executive  Committee,  and in his
absence  the  Chairman  of the Board  shall  act as  Chairman  of the  Executive
Committee,  ex officio,  in his place, and in the absence of the Chairman of the
Executive  Committee and the Chairman of the Board, the President of the Company
shall act as Chairman of the Executive Committee, ex officio, in their places.

         SECTION 2. A majority of the  Executive  Committee  shall  constitute a
quorum for the  transaction  of business at any meeting  thereof duly called and
held.  The Board of Directors  shall have the power to provide by resolution for
regular meetings of the Executive Committee and to specify the time and place of
holding such regular meetings.  Special meetings of the Executive  Committee may
be called at any time by the  Chairman  of the  Board,  the  President,  or by a
majority  of the  members  of the  Executive  Committee  and  notice of all such
special  meetings shall be given in the manner  provided in Section 5 of Article
II. Meetings of the Executive  Committee may be held at the principal  office of
the Company,  or, if authorized  by  resolution of the Board of Directors,  such
meetings may, by unanimous  consent of the members of the committee,  be held at
any other place.  The Board of Directors shall have the power to prescribe rules
for  the  government  of the  Executive  Committee  not  inconsistent  with  the
provision of these Bylaws.  In the absence of any such prescription by the Board
of  Directors  of by the Bylaws,  the regular  and  special  meetings  and other
actions of the  Executive  Committee  shall be  governed  by the  provisions  of
Article II applicable to meetings and actions of the Board, with such changes in
the  context  of these  Bylaws as are  necessary  to  substitute  the  Executive
Committee and its members for the Board of Directors and its members.

         SECTION 3. The Board of Directors  may, by  resolution  or  resolutions
passed by a majority of the authorized  number of directors,  appoint from their
number such other committees consisting of one or more directors as the Board of
Directors may deem  advisable.  The Board may designate one or more directors as
alternate  members of any  committee,  who may replace any absent  member at the
meeting of the  committee.  Any such  committee,  to the extent  provided in the
resolution of the Board of Directors,  shall have all the authority of the Board
of Directors, 



                                       8

<PAGE>


except with  respect to the matters set forth in (a) through (e) of Section 1 of
this  Article  III and shall be governed in  accordance  with  Section 2 of this
Article III.

         SECTION 4. The  Executive  and other  committees  shall keep records of
their  proceedings  and report the same to the Board of  Directors  whenever  so
required.



                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. The  officers  of this  Company  shall be a Chairman  of the
Board, a President, a Vice President, a Secretary, a Treasurer and a Controller,
who  shall be  elected  by and  hold  office  at the  pleasure  of the  Board of
Directors.  The Board of Directors may also elect such additional  officers,  if
any, as it shall deem  expedient,  including,  without  limitation,  one or more
Executive Vice Presidents,  one or more Senior Vice Presidents, one or more Vice
Presidents  and one or more  assistant  officers.  Only  members of the Board of
Directors  shall be eligible for the office of the Chairman of the Board and the
office  of  President,  but no other  officer  need be a member  of the Board of
Directors.  Any  two or  more  offices  may be  held  by the  same  person.  The
compensation of officers shall be fixed and determined by the Board of Directors
from time to time.

         SECTION  2. The Board of  Directors,  at its first  meeting  after each
annual  meeting  of  stockholders,  shall  elect  a  Chairman  of the  Board,  a
President,  a Vice President,  a Secretary,  a Treasurer and a Controller and at
such time or from time to time may elect or  appoint  such  other  officers  and
agents as it shall deem expedient.

         SECTION 3. Except as otherwise  provided by law, or in these Bylaws, or
by  resolutions  of the Board of Directors,  each of such  officers  shall serve
until  the  date  appointed  by these  Bylaws  for the next  annual  meeting  of
stockholders  and until his  successor  is elected or  appointed  and shall have
qualified.  If the office of any  officer  becomes  vacant for any  reason,  the
vacancy may be filled by the Board of Directors.

         SECTION 4. The Board of Directors,  in its discretion,  may require any
officer,  agent or  employee of the Company to give  security  for the  faithful
performance  of his duties in such form and  amount  and with or without  one or
more of such sureties as the Board of Directors may determine.


                                       9
<PAGE>


         SECTION 5.  Nothing in this  Article IV or  elsewhere  in these  Bylaws
shall  prevent the Board of  Directors  from  authorizing,  or the Company  from
executing,  a  contract  for the  employment  of a person as an  officer  of the
Company for a period of more than one year.


                                    ARTICLE V

                       CHAIRMAN OF THE BOARD AND PRESIDENT

         SECTION 1. The Chairman of the Board shall, if present,  preside at all
meetings of the stockholders and of the Board of Directors,  and shall have such
other powers and duties as shall be  prescribed  by the Board of Directors or by
law.  He shall be a member ex  officio  of all  committees,  except  the  Audit,
Compensation and Nominating Committees.

         SECTION 2. The  President  shall,  if present and in the absence of the
Chairman of the Board,  preside at all meetings of the  stockholders  and of the
Board of  Directors,  and shall  have such  other  powers and duties as shall be
prescribed  by the Board of Directors or by law. He shall be a member ex officio
of all committees, except the Audit, Compensation and Nominating Committees.


                                   ARTICLE VI

                POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER
                             AND HEAD OF THE COMPANY

         Either the Chairman of the Board or the President, as may be determined
from time to time by the Board of Directors, shall have the powers and duties of
the Chief  Executive  Officer  and head of the  Company.  Such powers and duties
shall include the general  control and management of the business and affairs of
the Company;  the  responsibility  for seeing that all orders and resolutions of
the Board of  Directors  are carried  into effect;  the  exclusive  authority to
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Company,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other officer or agent of
the Company;  and  membership  ex officio in all  committees,  except the Audit,
Compensation and Nominating Committees.


                                   ARTICLE VII

                  EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS

                                       10
<PAGE>


         SECTION 1.  Executive Vice  Presidents,  if any shall have been elected
and be in  office,  shall  have and may  exercise  the  powers and duties of the
President  in the absence or  inability  of the latter and such other powers and
duties as may be assigned to him by the Board of Directors.

         SECTION 2. The Vice President or Vice Presidents  (including any Senior
Vice Presidents)  shall have and exercise the powers and duties of the Executive
Vice  President in the absence or inability of the  President  and the Executive
Vice  Presidents  and such other  powers and duties as may be  assigned  to them
respectively by the Board of Directors.

         SECTION 3.  The Vice President, Finance shall be the Chief Financial 
Officer of the Company.

                                  ARTICLE VIII

                       SECRETARY AND ASSISTANT SECRETARIES

         SECTION 1. The Secretary shall have custody of the seal of the Company,
and when  authorized by the Board of  Directors,  he shall affix the same to any
instrument  requiring  it,  and when so  affixed  it shall  be  attested  by his
signature or by the  signature of the  Treasurer or an Assistant  Secretary.  He
shall attend all meetings of the  stockholders and of the Board of Directors and
keep  the  minutes  of all  proceedings  in a book or  books to be kept for that
purpose at the  principal  office of the  Company or at such other  place as the
Board of Directors  may from time to time  determine,  and he shall perform like
duties for the Executive and other committees when required.  He shall attend to
the giving and serving of all notices of the Company,  and he shall perform such
other duties as may be  incidental to his office or as may be assigned to him by
the Board of Directors, the Chairman of the Board, the President, or the officer
under whose supervision he shall be.

         SECTION 2. It shall be the duty of the  Assistant  Secretaries,  if any
shall have been elected and be in office,  to aid the Secretary in the discharge
of his duties and to perform such other duties as may be assigned to them by the
Board  of  Directors,  the  Chairman  of the  Board,  the  President,  the  Vice
President, Finance, or the Secretary.


                                   ARTICLE IX

                        TREASURER AND ASSISTANT TREASURER

         SECTION 1. The  Treasurer  shall have the care and custody of the funds
and  securities of the Company,  except as otherwise  determined by the Board of
Directors, and shall deposit all such funds and securities of the Company in the
name and to the  credit of the  Company  in such  depositories  and  places  and
subject to  withdrawal  in such manner as these Bylaws or the Board


                                       11
<PAGE>


of Directors may determine.  Within established lines of authority,  he shall be
responsible  for  the  administration  of the  Company's  securities  portfolio,
pension plans, insurance and employee benefit programs, the keeping of the stock
certificate  book and such other books and records as the Board of Directors may
direct.  He shall also have charge of a stock book  containing  the names of the
stockholders  and their  addresses,  the  number of shares of stock held by them
respectively, the name and date of the certificates issued for the same, and the
number  and  date  of   cancellation  of  every   certificate   surrendered  for
cancellation,  and shall have such other powers and perform such other duties as
may be conferred upon or assigned to him by the Board of Directors, the Chairman
of the Board, the President,  the Vice President,  Finance, or the officer under
whose supervision he shall be.

         SECTION  2. It  shall be the duty of the  Assistant  Treasurer,  if one
shall have been elected and be in office,  to aid the Treasurer in the discharge
of his duties and  perform  such other  duties as may be  assigned to him by the
Board  of  Directors,  the  Chairman  of the  Board,  the  President,  the  Vice
President, Finance, or the Treasurer.


                                    ARTICLE X

                       CONTROLLER AND ASSISTANT CONTROLLER

         SECTION 1. The  Controller  shall keep or cause to be kept adequate and
correct accounts of the corporate properties and business  transactions in books
belonging  to the  Company,  and he shall  disburse  the funds of the Company as
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the  President  and the Board of  Directors,
whenever  they may  require  it, an account of all of his  transactions  and the
financial   condition  of  the  Company.   He  shall  be  responsible   for  the
administration  of programs  providing  for financial  management  and budgetary
controls of the Company,  development of accounting policies and procedures, and
use of data processing  equipment and the preparation,  review and filing of all
tax and other financial reports and returns, and he shall have such other powers
and perform such other duties as may be conferred upon or assigned to him by the
Board  of  Directors,  the  Chairman  of the  Board,  the  President,  the  Vice
President, Finance, or the officer under whose direct supervision he shall be.

         SECTION  2. It shall be the duty of the  Assistant  Controller,  if one
shall have been elected and be in office, to aid the Controller in the discharge
of his duties and to perform  such other duties as may be assigned to him by the
Board  of  Directors,  the  Chairman  of the  Board,  the  President,  the  Vice
President, Finance, or the Controller.

         SECTION 3.  The Controller shall be the Chief Accounting Officer of the
Company.


                                       12
<PAGE>


                                   ARTICLE XI

                                 GENERAL MANAGER

         SECTION 1. The Board of  Directors  may  appoint a General  Manager who
shall  not be an  officer  of the  Company  unless  the  Board  shall  otherwise
determine.

         SECTION 2. Subject to the  supervision and direction of the Chairman of
the Board or the President,  and in accordance  with the policies  determined by
the Board of Directors, the General Manager shall have power and authority to do
and transact and supervise and direct such of the usual and ordinary business of
the Company as may be designated by the Chairman of the Board or the President.

         SECTION 3. The Board of Directors may also appoint an Assistant General
Manager  to aid the  General  Manager  in the  performance  of his duties and to
perform such other duties as may be required of him by the Chairman of the Board
or the President.

         SECTION 4. The  Chairman of the Board or the  President  may,  with the
approval of the Board of  Directors,  appoint  managers or  superintendents  for
specific operations that are not related to or included in those assigned to the
General Manager,  with duties and  responsibilities  as may be designated by the
Chairman of the Board or the President.


                                   ARTICLE XII

         REMOVALS, RESIGNATIONS AND VACANCIES OF DIRECTORS AND OFFICERS

         SECTION 1. No member of the Board of Directors  may be removed  without
cause and  except in  compliance  with the  Company's  Restated  Certificate  of
Incorporation.

         SECTION 2. Any  director  or officer may resign his office at any time,
such  resignation  to be made in writing and to take effect from the time of its
receipt by the Company, unless a different time be fixed in the resignation, and
in that event, from the time so fixed. The acceptance of a resignation shall not
be required to make it effective.

         SECTION 3. Any officer  elected or  appointed by the Board of Directors
may be removed at any time with or without cause by the Board of Directors.  Any
other  officer or  employee  of the  Company  may be removed at any time with of
without cause by the Board of Directors or by any committee or superior  officer
upon who such power of removal may be conferred by the Bylaws or by the Board of
Directors.



                                       13
<PAGE>


         SECTION 4. If the office of any director  becomes  vacant for any cause
other than his removal or the expiration of his term of office, or if the office
of any officer,  agent or employee  becomes vacant for any cause (other than the
expiration of his term of office),  such vacancy may be filled for the unexpired
portion of the term,  if any, by a majority of the remaining  directors,  though
less than a quorum, or by a sole remaining director.


                                  ARTICLE XIII

                              CERTIFICATES OF STOCK

         SECTION 1. Form of Certificate. Certificates for shares of stock of the
Company shall be in such form and of such design as the Board of Directors shall
prescribe and each  certificate for shares issued by the Company shall be signed
by the Chairman of the Board,  or the President or the Executive  Vice President
or a Vice President and the Secretary or an Assistant  Secretary.  Any or all of
the signatures on the  certificate  may be facsimile.  If any officer,  transfer
agent or registrar who has signed or whose  facsimile  signature has been placed
upon a  certificate  shall have  ceased to be such  officer,  transfer  agent or
registrar  before such  certificate  is issued,  it may be issued by the Company
with the same  effect  as if such  person  were an  officer,  transfer  agent or
registrar at the date of issue.  The  certificates  for shares shall be numbered
and  registered  as they are issued.  They shall  exhibit  the  number,  date of
issuance,  name of  person to whom  issued,  designation,  if any,  the class or
series of shares represented thereby, the par value of the shares or a statement
that such shares are without par value.

         SECTION 2.  Transfer of Shares.  Upon  surrender  to the  Secretary  or
Transfer  Agent of the Company of a  certificate  for shares,  duly  endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  a new certificate  shall be issued to the person entitled thereto and
the old certificate  canceled and the transaction recorded upon the books of the
Company.

         SECTION  3.  Lost  Certificates.  The  Chairman  of  the  Board  or the
President and the Secretary or the Assistant  Secretary may in their  discretion
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or  certificates  theretofore  issued by the Company alleged to have
been  lost  or  destroyed  upon  the  production  by  the  person  claiming  the
certificate for shares to be lost or destroyed of  satisfactory  evidence of the
loss or destruction of such  certificate or  certificates  and of the claimant's
ownership of the shares of stock  represented  thereby,  together with a bond in
favor of the Company, with a surety satisfactory to said officers, in the amount
of the then current market value of the stock represented by such allegedly lost
certificate  or   certificates,   conditioned  upon  such  claimant  and  surety
indemnifying  and saving  harmless the Company from all and every cost,  charge,
expense and liability which it may in any manner incur by reason of the issuance
of such new  certificate or  certificates,  and further  conditioned  upon their
surrendering to the Company for cancellation  such allegedly lost certificate or
certificates in 


                                       14
<PAGE>


the  event  of their  subsequent  discovery;  or the  Chairman  of the  Board or
President or Secretary may refer any such  application for the issuance of a new
certificate or certificates to the Board of Directors which shall have the power
to direct the issuance of a new certificate or  certificates  upon submission of
such proof and upon such  guarantee on the part of the applicant as the Board of
Directors may deem satisfactory.


                                   ARTICLE XIV

                               GENERAL PROVISIONS

         SECTION 1.  Fixing of Record  Date or Closing of  Transfer  Books.  The
Board  of  Directors  may fix a time in the  future  as a  record  date  for the
determination  of the  stockholders  entitled  to  notice  of and to vote at any
meeting or entitled to receive any dividend or  distribution or any allotment of
rights or to  exercise  any rights in respect of any other  lawful  action.  The
record  date so fixed  shall not be more than  sixty (60) nor less than ten (10)
days prior to the date of such meeting and no more than sixty (60) days prior to
any  other  action.  When a  record  date  is so  fixed,  then,  subject  to the
provisions of the General  Corporation  Law of Delaware,  only  stockholders  of
record at that date shall be entitled to notice of and to vote at the meeting or
to receive the dividend,  distribution or allotment of rights or to exercise the
rights,  as the case may be,  notwithstanding  any transfer of any shares on the
books of the Company after the record date. The Board of Directors may close the
books of the Company against  transfer of shares during the whole or any part of
the period of not more than sixty (60) days prior to the date of a stockholders'
meeting,  the date when the right to any  distribution  or  allotment  of rights
vests, or the effective date of any change, conversion or exchange of shares.

         SECTION  2.  Dividends.  Subject  to the  provisions  of  the  Restated
Certificate of Incorporation relating thereto, if any, dividends may be declared
by the Board of  Directors  at any  regular or  special  meeting of the Board of
Directors  pursuant to law.  Dividends may be paid in cash,  in property,  or in
shares of capital stock,  subject to any provisions of the Restated  Certificate
of Incorporation.

         SECTION 3.  Reserves.  Before  payment of any dividend there may be set
aside out of any funds of the Company  available for dividends  such sum or sums
as the Board of Directors from time to time in their absolute  discretion  think
appropriate  as  a  reserve  fund  to  meet  contingencies,  or  for  equalizing
dividends,  or for repairing or maintaining any property of the Company,  or for
such other  purposes  as the Board of  Directors  shall think  conducive  to the
interests  of the  Company,  and the Board of  Directors  may  abolish  any such
reserve in the manner in which it was created.

         SECTION 4. Annual Report.  The Board of Directors shall cause an annual
report to be sent to the  stockholders  not later than one hundred  twenty (120)
days after the close of each fiscal 


                                       15
<PAGE>


year of the Company and at least  fifteen (15) days prior to the annual  meeting
of stockholders to be held during the ensuing fiscal year.

         SECTION 5. Checks, Drafts and Notes. All checks, drafts and demands for
money and notes of the Company shall be signed by such individual or individuals
as the Board of Directors may from time to time designate.

         SECTION 6.  Representation of Shares of Other  Corporations.  The chief
executive  officer or any other  officer or officers  authorized by the Board of
Directors or the President are each authorized to vote  represent,  and exercise
on behalf of the Company all rights  incident to any and all shares of any other
corporation or corporations  standing in the name of the Company.  The authority
herein  granted may be exercised  either by any such officer in person or by any
other person  authorized so to do by proxy or power of attorney duly executed by
said officer.

         SECTION 7.  Seal.  The seal of the Company shall consist of a circle 
bearing on its surface the inscription,

                            "Homestake Mining Company
                                    Delaware
                         Incorporated November 28, 1983"


         SECTION 8.  Indemnification.

         (a) Right of  Indemnification.  To the fullest extent  permitted by the
         General  Corporation Law of Delaware,  the Company shall indemnify each
         director and officer and may indemnify  each employee or other agent of
         the Company against expenses,  judgments,  fines, settlements and other
         amounts actually and reasonably incurred in connection with any action,
         suit or  proceeding  arising by reason of the fact that any such person
         is or was a director,  officer,  employee or other agent of the company
         or is or was  serving  at the  request of the  Company  as a  director,
         officer,  employee or other agent of another corporation,  partnership,
         joint venture, trust or other enterprise.

         (b) Advances of Expenses.  Expenses  incurred by an officer or director
         in defending a civil or criminal action,  suit or proceeding arising by
         reason of the fact that such  director  or officer is or was a director
         or officer of the  Company or was serving at the request of the Company
         as a director, officer, employee or other agent of another corporation,
         partnership,  joint venture, trust or other enterprise shall be paid by
         the Company in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf  of the
         director  or  officer  to repay all  amounts  so  advanced  if it shall
         ultimately be determined  that such director or officer is not entitled
         to be  indemnified by the Company as authorized in this Section 8. Such
         expenses  incurred  by 


                                       16
<PAGE>


         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions,  if any, as the Board of Directors deems appropriate.  The
         Board of Directors  may, with the  consent of such  director,  officer,
         employee or other agent of the  Company, authorize the legal counsel of
         the  Company  to   represent  such  person,  in  any  action,  suit  or
         proceeding,  whether or not the  Company is a part to such action, suit
         or proceeding.

         (c) Procedure for  Indemnification.  Any  indemnification or advance of
         expenses  required  hereunder shall be made promptly,  and in any event
         within sixty (60) days after a written  request  therefor by a director
         or officer. The right to indemnification or advances as granted by this
         Section 8 shall be enforceable by a director or officer in any court of
         competent jurisdiction, if the Company denies such request, in whole or
         in part, or if no  disposition  thereof is made within sixty (60) days.
         The  director's  or  officer's  expenses  incurred in  connection  with
         successfully establishing his right to indemnification,  in whole or in
         part, in any such action shall also be indemnified  by the Company.  It
         shall be a defense to any such action (other than an action  brought to
         enforce  a  claim  for the  advance  of  expenses  where  the  required
         undertaking,  if any,  has  been  received  by the  Company)  that  the
         claimant has not met the  standard of conduct  required by law, but the
         failure  of  the  Company  (including  its  Board  of  Directors,   its
         independent  legal  counsel  and  its  stockholders)  to  have  made  a
         determination as to whether  indemnification  of the claimant is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  shall not be a defense to the  action or create a  presumption
         that the claimant has not met the applicable standard of conduct.

         (d) Other  Rights.  The  indemnification  and  advancement  of expenses
         provided by or granted  pursuant to this  Section 8 shall not be deemed
         exclusive of any other rights to which a person seeking indemnification
         may be entitled under any law (common or statutory), agreement, vote of
         stockholders or disinterested directors or otherwise, both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding  office.  All rights to  indemnification  under this  Section 8
         shall be deemed to be a contract  between the Company and each director
         and  officer  who serves or served in such  capacity  at any time while
         this  Section 8 is in effect,  and any repeal or  modification  of this
         Section 8 or  relevant  provision  of the  General  Corporation  Law of
         Delaware or any other  applicable law shall not in any way diminish any
         rights  to  indemnification  of  such  director  or  officer,   or  the
         obligations of the Company arising hereunder prior to such modification
         or repeal.

         (e) Insurance.  The Company may, but shall not be required to, purchase
         and maintain insurance on behalf of any person who is or was a director
         or officer of the Company against any liability  asserted  against such
         person and  incurred  by him or on his behalf in such  capacity or as a
         director,  officer,  employee  or other  agent of another  corporation,
         partnership,  joint venture, trust or other enterprise,  for which such
         person is or was serving at the request of the Company,  or arising out
         of his status as such,  whether or not 


                                       17
<PAGE>


         the  Company  would  have  the  power to  indemnify  him  against  such
         liability  under the  provisions of this Section 8, all as the Board of
         Directors may from time to time deem appropriate.

         (f) Definitions. For purposes of this Section 8:

                  (i) service as a director, officer, employee or other agent of
                  any corporation,  partnership,  joint venture,  trust or other
                  enterprise in which the Company, directly or indirectly, holds
                  an  interest  shall be deemed to be service at the  request of
                  the Company;

                  (ii) "the Company"  shall include in addition to the resulting
                  corporation,   any  constituent   corporation  (including  any
                  constituent of a constituent)  absorbed in a consolidation  or
                  merger which, if its separate  existence had continued,  would
                  have had power  and  authority  to  indemnify  its  directors,
                  officers, employees or other agents, so that any person who is
                  or was a  director,  officer,  employee or other agent of such
                  constituent  corporation,  or is or was serving at the request
                  of  such  constituent  corporation,  as a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture,  trust or other  enterprise,  shall stand in the same
                  position under the provision of this Section 8 with respect to
                  the resulting or surviving  corporation  as he would have with
                  respect  to  such  constituent  corporation  if  its  separate
                  existence had continued;

                  (iii) "other  enterprise"  shall  include  without  limitation
                  employee   benefit  plans;   "fines"  shall  include   without
                  limitation  any excise taxes assessed on a person with respect
                  to an employee  benefit  plan;  and "serving at the request of
                  the Company" shall include without limitation any service as a
                  director,  officer,  employee  or other  agent of the  Company
                  which  imposes  duties  on,  or  involves  services  by,  such
                  director,  officer,  employee  or  agent  with  respect  to an
                  employee benefit plan, its participants or beneficiaries;

                  (iv) the  indemnification and advancement of expenses provided
                  by, or granted pursuant to, this Section 8 shall, unless other
                  wise  provided when  authorized or ratified,  continue as to a
                  person who has ceased to be a director,  officer,  employee or
                  agent and shall inure to the  benefit of the heirs,  executors
                  and administrators of such a person;

                  (v)  "expenses"  shall include all direct and indirect  costs,
                  charges and attorneys' fees; and


                                       18
<PAGE>


                  (vi)   "action,   suit  or   proceeding"   shall  include  any
                  threatened,  pending or completed action,  suit or proceeding,
                  whether civil, criminal,  administrative or investigative, and
                  any appeal therefrom.

         (g) Effect of Advances. Advances of expenses by the Company as required
         or authorized by this Section 8 shall not be deemed or  interpreted  as
         ratifying,  approving or condoning any act or omission by any director,
         officer or employee of the Company in violation of standards of conduct
         required by law.

         (h) Savings  Clause.  If this Section 8 or any portion  hereof shall be
         invalidated on any ground by any court of competent jurisdiction,  then
         the Company shall  nevertheless  indemnify each director and officer of
         the  Company  as to  expenses,  judgments,  fines and  amounts  paid in
         settlement  with  respect  to any  action,  suit or  proceeding  to the
         fullest extent  permitted by any  applicable  portion of this Section 8
         that  shall  not  have  been  invalidated  and  to the  fullest  extent
         permitted by applicable law.





                                       19
<PAGE>



                                   ARTICLE XV

                               AMENDMENT OF BYLAWS

         These Bylaws may be amended or repealed,  or new bylaws may be adopted,
(a) by the affirmative vote of the stockholders  entitled to exercise a majority
of the  voting  power  of the  Company  or (b) by the  affirmative  vote  of the
majority of the Board of Directors at any regular or special meeting.  Any Bylaw
adopted or amended by the  stockholders  may be amended or repealed by the Board
of Directors.







                                       20


<PAGE>